-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 SoucWglQdjIeocnvZEqAlu+SSyutm1c5d4X+dJRINf/U1+pq0UaFxpVL9CPJi050
 Nt37fcMnjRTGlBol/2VMiQ==

<SEC-DOCUMENT>0000318673-07-000002.txt : 20070112
<SEC-HEADER>0000318673-07-000002.hdr.sgml : 20070112
<ACCEPTANCE-DATETIME>20070112123136
ACCESSION NUMBER:		0000318673-07-000002
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20061229
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070112
DATE AS OF CHANGE:		20070112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SECURITY NATIONAL FINANCIAL CORP
		CENTRAL INDEX KEY:			0000318673
		STANDARD INDUSTRIAL CLASSIFICATION:	FINANCE SERVICES [6199]
		IRS NUMBER:				870345941
		STATE OF INCORPORATION:			UT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09341
		FILM NUMBER:		07527841

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX 57220
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84157
		BUSINESS PHONE:		8012641060

	MAIL ADDRESS:	
		STREET 1:		PO BOX 57220
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84157

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SNL FINANCIAL CORP
		DATE OF NAME CHANGE:	19910401
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sslic8k07.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K




                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of Earliest Event Reported): December 29, 2006



                    SECURITY NATIONAL FINANCIAL CORPORATION
            (Exact name of registrant as specified in this Charter)



       Utah                          0-9341                 87-0345941
- ----------------------              --------                ----------
(State or other jurisdiction  (Commission File Number)    (IRS Employer
 of incorporation)                                      Identification No.)




5300 South 360 West,  Salt Lake City, Utah                  84123
- ------------------------------------------                ---------
(Address of principal executive offices)                  (Zip Code)



Registrant's Telephone Number, Including Area Code:  (801) 264-1060
                                                     --------------





                                 Does Not Apply
          (Former name or former address, if changed since last report)



<PAGE>


ITEM 2.01.  Sale of Southern Security Life Insurance Company.

     On  December  29,  2006,  Security  National  Financial   Corporation  (the
"Company"),  through  its  wholly  owned  subsidiary,   Security  National  Life
Insurance  Company  ("Security  National  Life"),  a  Utah  domiciled  insurance
company,  completed  the  sale  of  Southern  Security  Life  Insurance  Company
("Southern  Security"),  a Florida domiciled  insurance company and wholly owned
subsidiary of Security  National  Life, to American  Network  Insurance  Company
("American Network"), a Pennsylvania  corporation and wholly owned subsidiary of
Penn Treaty America Corporation, a Pennsylvania corporation.  Under the terms of
the transaction,  the Company is to receive purchase consideration consisting of
$400,000 plus an amount equal to the capital and surplus of Southern Security as
of December 31, 2006, and American  Network is to receive all of the outstanding
shares of Southern Security.  The transaction is subject to and conditioned upon
the  subsequent  approval of the  transaction by the Florida Office of Insurance
Regulation,  the Florida Department of Financial Services,  and the Pennsylvania
Department  of  Insurance.  American  Network is required to make all  necessary
filings,  including a Form A  application  with the Florida  Office of Insurance
Regulation,  and provide all information and documentations  that may reasonably
be required by the regulatory authorities to obtain such approval.

     At the closing of the transaction on December 29, 2006,  Security  National
Life  delivered  to the law firm of  Mackey  Price  Thompson  & Ostler  ("Mackey
Price"), an escrow agent in the transaction,  to be held and disposed of by such
escrow  agent  pursuant to the terms of an Escrow  Agreement,  (i)  certificates
representing  all 2,105,235  shares of Southern  Security's  outstanding  common
stock;  (ii) letters of  resignation  of the officers and  directors of Southern
Security;  (iii) a copy of the Stock Purchase  Agreement among American Network,
Security  National  Life and  Southern  Security;  (iv)  cash in the  amount  of
$500,000 equal to the statutory deposits of Southern Security  pertaining to the
states of Alabama,  Michigan and South Carolina,  which are statutorily required
to be in the form of bonds; (v) an original  executed  Assignment dated December
29, 2006,  in which  Southern  Security  distributes,  assigns and  transfers to
Security National Life all of Southern  Security's capital and surplus accounts,
and any other real and personal property that it may have  inadvertently  failed
to previously  distribute to Security  National Life; and (vi) original executed
Articles of Dissolution  dated December 29, 2006. In addition,  American Network
placed in escrow,  pursuant  to an Escrow  Agreement  with  Preferred  Insurance
Capital  Consultants,  LLC as escrow agent,  the  approximate  purchase price of
$4,209,132,  consisting  of  $400,000  plus an amount  equal to the  capital and
surplus of Southern Security as of September 30, 2006.

     Under the terms of the Escrow  Agreement with Mackey Price acting as escrow
agent,  upon  receipt  by Mackey  Price of (a) a written  notice  from  Security
National Life and Southern  Security stating that all governmental  approvals of
the  transaction  had been  obtained  by American  Network  and the  approximate
purchase price had been  distributed  to Security  National Life pursuant to the
Stock Purchase  Agreement,  and (b) a written notice from Security National Life
confirming  receipt of payment from American  Network of the difference  between
the approximate  purchase price and the actual purchase price (consisting of the
difference between the amount of the capital and surplus of Southern Security as
of September  30, 2006 as compared to the capital and surplus as of December 31,
2006),   Mackey  Price  shall  deliver  to  American  Network  the  certificates
representing all of the shares of Southern Security,  together with accompanying
stock  powers,  duly  endorsed  for  transfer,  and destroy the  Assignment  and
Articles of Dissolution by tearing such documents in half and delivering them to
Security National Life, along with the copy of the Stock Purchase Agreement.  In
addition,  under the terms of the  Escrow  Agreement  with  Preferred  Insurance
Capital Consultants,  LLC acting as escrow agent, the approximate purchase price
being held in escrow shall be wire  transferred to Security  National Life, with
all  investment  income and interest  earned thereon in the escrow account being
wire transferred to American Network.

     Furthermore,  upon  obtaining  governmental  approvals of the  transaction,
American Network has agreed to immediately deposit its own bonds with the states
of Alabama,  Michigan and South  Carolina and to take  necessary  action to have
Security  National Life's bonds released and returned to Security National Life.
Upon receipt of a written notice from American Network that it has deposited its
own bonds with the states of Alabama,  Michigan and South Carolina and a written
notice from  Security  National  Life that it has received the bonds that it had
deposited with such states,  Mackey Price, acting as escrow agent, will disburse
to  American  Network  the  $500,000  in cash being held in escrow,  which is an
amount equal to the statutory  deposits of Southern  Security  pertaining to the
states of Alabama, Michigan and South Carolina.


<PAGE>



     In the  event  any of the  regulatory  authorities  disapprove  or  fail to
approve the transaction on or before June 30, 2007,  Preferred Insurance Capital
Consultants  acting as escrow  agent  under the terms of the  Escrow  Agreement,
shall wire transfer to American  Network the approximate  purchase price and all
investment  income and interest earned thereon being held in the escrow account.
In addition,  Mackey  Price,  acting as escrow  agent,  shall return to Security
National  Life the  certificates  representing  all of the  shares  of  Southern
Security,  together with  accompanying  stock power, duly endorsed for transfer,
the $500,000 in cash  delivered  into escrow by Security  National Life equal to
the statutory deposits of Southern Security pertaining to the states of Alabama,
Michigan and South Carolina, and the copy of the Stock Purchase Agreement.

     Moreover,  in the event the condition subsequent is not satisfied by virtue
of  any  of  the  regulatory  authorities  disapproving  or  not  approving  the
transaction and the sale of Southern  Security is, as a result,  rescinded,  the
liquidation  of  Southern  Security  shall be deemed to be  completed  as of the
closing  date on December  29, 2006 by virtue of Mackey  Price,  as escrow agent
under the terms of the Escrow  Agreement,  delivering to Security  National Life
the  Assignment  dated  December  29, 2006 and  mailing  the signed  Articles of
Dissolution to the Amendment Section, Division of Corporations with the State of
Florida to complete the  liquidation of Southern  Security.  The  liquidation of
Southern  Security  would be in  accordance  with the terms of the Agreement and
Plan of Complete  Liquidation of Southern  Security Life Insurance into Security
National  Life  Insurance  Company,  which  the Board of  Directors  of both the
Company and Security  National  Life  approved on December  12, 2005.  Under the
terms of this  agreement,  Southern  Security would be liquidated  into Security
National Life in  essentially  the same manner as the  liquidation  described in
Private  Letter  Ruling  9847027 in order to achieve the same tax  treatment and
consequences under Section 332 of the Internal Revenue Code of 1986, as amended,
and other applicable provisions described in such Letter Ruling.

ITEM 9.01.  Financial Statements and Exhibits

         (c)   Exhibits

     10.1 Stock  Purchase  Agreement  among  Security  National  Life  Insurance
          Company, Southern Security Life Insurance Company and American Network
          Insurance Company.

     10.2 Escrow  Agreement  among  Security  National Life  Insurance  Company,
          Southern Security Life Insurance  Company,  American Network Insurance
          Company and Mackey Price Thompson & Ostler.

     10.3 Escrow Agreement among American Network  Insurance  Company,  Security
          National Life  Insurance  Company,  Southern  Security Life  Insurance
          Company, and Preferred Insurance Capital Consultants, LLC.

     10.4 Agreement and Plan of Complete  Liquidation of Southern  Security Life
          Insurance Company into Security National Life Insurance Company.

     10.5 Assignment  between  Southern  Security  Life  Insurance  Company  and
          Security National Life Insurance Company.


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                     SECURITY NATIONAL FINANCIAL CORPORATION
                                  (Registrant)



Date: January 11, 2007           By: /s/ Stephen M.
                                    ----------------
                                   Stephen M. Sill,
                                   Vice President, Treasurer
                                   and Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>liquidation.txt
<TEXT>
                  AGREEMENT AND PLAN OF COMPLETE LIQUIDATION OF
                    SOUTHERN SECURITY LIFE INSURANCE COMPANY
                                      INTO
                    SECURITY NATIONAL LIFE INSURANCE COMPANY


     THIS AGREEMENT AND PLAN OF COMPLETE  LIQUIDATION (this "Agreement") is made
and  entered  into  effective  the 12th day of  December,  2005,  by and between
SOUTHERN SECURITY LIFE INSURANCE  COMPANY,  a Florida  corporation  (hereinafter
sometimes referred to as "SSLIC"), and SECURITY NATIONAL LIFE INSURANCE COMPANY,
a Utah corporation (hereinafter sometimes referred to as "SNLIC").

                                   WITNESSETH:

     WHEREAS,  pursuant to a transaction  dated  February 4, 2005, and effective
January 1, 2005, SSLIC became a wholly owned subsidiary of SNLIC.  Prior to such
transaction  SNLIC  owned 77% of the issued and  outstanding  shares of stock of
SSLIC; and

     WHEREAS,  both corporations are involved in the same line of business,  and
it has been  determined  by the Boards of Directors of both SSLIC and SNLIC that
it will be more  efficient and profitable to have SSLIC  liquidated  into SNLIC;
and

     WHEREAS,  the  Boards  of  Directors  of both  SSLIC  and SNLIC do for said
reasons and for the general welfare of said corporations and their stockholders,
deem it advisable that SSLIC be liquidated into SNLIC; and

     WHEREAS,  this  Agreement has been approved and  authorized by  resolutions
adopted by the sole shareholder of SSLIC and the directors of each corporation;

     NOW,  THEREFORE,  in  consideration of the premises and for the purposes of
setting  forth  and  prescribing  the  terms  and  conditions  of such  complete
liquidation and the manner of carrying the same into effect,  the parties hereto
do hereby adopt the following plan of complete liquidation and agree as follows:

                                   Section 1.

     It is intended that SSLIC be liquidated  into SNLIC in essentially the same
manner as the liquidation described in Private Letter Ruling 9847027 in order to
achieve the same tax  treatment  and  consequences  under ss.332 of the Internal
Revenue Code of 1986 and other  applicable  provisions  described in said Letter
Ruling.


<PAGE>



                                   Section 2.

     The  liquidation  of SSLIC and  transfer of its  business to SNLIC shall be
accomplished as follows:



<PAGE>

     (1) Prior to  December  31,  2005,  but after the date of  adoption of this
Agreement,  SNLIC and SSLIC shall enter into a coinsurance agreement under which
SNLIC will become  primarily  liable for the  liabilities  of SSLIC on insurance
contracts  and  annuities  issued  by SSLIC  to its  policyholders.  SSLIC  will
transfer  to  SNLIC  assets  with a  fair  market  value  equal  to the  assumed
liabilities.  The  coinsurance  agreement  will provide that SSLIC shall have no
right to recapture the insurance business transferred to SNLIC.

     (2)  Simultaneously  with  the  transfer  made  pursuant  to  the  proposed
coinsurance agreement,  all of the other assets of SSLIC not transferred in such
proposed coinsurance  agreement,  as they exist at that time (except for SSLIC's
corporate  charter,  insurance  licenses,  and  the  minimum  capital,  if  any,
including  cash and  investments  necessary to preserve its corporate  existence
("Retained  Assets")),  shall be distributed by SSLIC to SNLIC,  and SNLIC shall
assume all of the liabilities of every kind and description of SSLIC existing at
that time.  SNLIC has no plan or intention  to dispose of such assets.  The fair
market value of SSLIC's assets will exceed its liabilities (including any amount
owed to SNLIC)  immediately prior to the First Liquidating  Distribution.  After
this distribution, SNLIC will continue to own 100 percent of the stock of SSLIC,
and SSLIC will be a corporate shell holding only the Retained Assets.

     (3) The  simultaneous  distributions  described in  paragraphs  (1) and (2)
shall constitute the "First Liquidating  Distribution."  Within twelve months of
the First Liquidating  Distribution,  SNLIC will either (a) sell the SSLIC stock
to an  unrelated  party  or (b)  distribute  the  remaining  assets  to SNLIC in
complete liquidation of SSLIC.

     (4) Both SNLIC and SSLIC will file the statement  described in Treas.  Reg.
ss.381(b)-1(b)(3),  and SNLIC will file the statement  described in Treas.  Reg.
ss.332-6(b).

     (5) In implementing this Agreement and plan of liquidation, SNLIC and SSLIC
shall each be responsible to comply with all regulatory  requirements applicable
to it.

                                   Section 3.

     SSLIC  will  make all  deeds,  conveyances,  assignments,  bills of sale or
assurances  as are  necessary  or  desirable  to vest in SNLIC  the title to any
property or rights of SSLIC (other than the Retained Assets) or to evidence such
vesting,  and will do all things as may be necessary,  proper or  appropriate to
accomplish  same.  It is agreed and intended by the parties that all such deeds,
conveyances,  assignments,  bills of sale and  assurances  will be executed  and
delivered as part of the First Liquidating Distribution.


<PAGE>



                                   Section 4.

     This  Agreement  shall be  signed on  behalf  of each  party  hereto by its
President. Each party to this Agreement agrees to comply with laws applicable to
it in connection with this Agreement.

                                   Section 5.

     WITNESS,  the  signatures  and seals of said parties the day and year first
herein above written, each hereunto set by its President, pursuant to resolution
of its Board of Directors.

SOUTHERN SECURITY LIFE INSURANCE COMPANY

ATTEST:

By /s/ Scott M. Quist
   ------------------
Scott M. Quist,
President and
Chief Operating Officer

 /s/ G. Robert Quist
     ---------------
G. Robert Quist, First Vice
     President and Secretary


SECURITY NATIONAL LIFE INSURANCE COMPANY

ATTEST:

By /s/ Scott M. Quist
   ------------------
Scott M. Quist,
President and
Chief Operating Officer


 /s/ G. Robert Quist
- --------------------
G. Robert Quist, First Vice
   President and Secretary


<PAGE>


              RESOLUTIONS TO BE ADOPTED BY THE BOARDS OF DIRECTORS
                                       OF
                    SOUTHERN SECURITY LIFE INSURANCE COMPANY
                                       AND
                    SECURITY NATIONAL LIFE INSURANCE COMPANY

                                December 12, 2005

     RESOLVED:  That the Corporation enter into that certain "Agreement and Plan
of Complete  Liquidation of Southern Security Life Insurance  Company, a Florida
Corporation, into Security National Life Insurance Company, a Utah corporation,"
dated the 12th day of  December,  2005,  a copy of which is attached  hereto and
made a part hereof, and that the said Agreement and Plan of Complete Liquidation
is hereby adopted, confirmed, ratified and approved.

     RESOLVED FURTHER:  The President of the Corporation is hereby authorized to
execute and deliver the said Agreement and Plan of Complete  Liquidation  and to
take any  further  actions  and execute  any  additional  documents  that may be
necessary  or  desirable  to place in effect  and  carry  out the  intent of the
foregoing resolution.


<PAGE>


                                 WRITTEN CONSENT
                           OF THE SOLE SHAREHOLDER OF
                    SOUTHERN SECURITY LIFE INSURANCE COMPANY

                                December 12, 2005

     The  undersigned,  being the sole  Shareholder  of Southern  Security  Life
Insurance Company, a Florida business  corporation (the  "Corporation"),  acting
pursuant to the  provisions  of Sections  607.0704 of the Florida  Statutes,  as
amended, and waiving any and all notice to which it might otherwise be entitled,
does hereby consent to, approve of and take the actions discussed herein.

     The following  resolution  having been recommended and adopted by the Board
of  Directors  of the  Corporation,  the  undersigned  sole  shareholder  of the
Corporation hereby also adopts the same:

     RESOLVED:  That the Corporation enter into that certain "Agreement and Plan
of Complete  Liquidation of Southern Security Life Insurance  Company, a Florida
corporation, into Security National Life Insurance Company, a Utah corporation,"
dated the 12th day of  December,  2005,  a copy of which is attached  hereto and
made a part hereof, and that the said Agreement and Plan of Complete Liquidation
is hereby adopted, confirmed, ratified and approved.

     It is expressly  understood by the undersigned  sole  Shareholder that this
Written  Consent  of the Sole  Shareholder  constitutes  and has the same  legal
effect  as the  vote of the  Shareholders  of the  Corporation  at duly  called,
convened and held meetings of the Shareholders of the Corporation,  and it shall
be filed with the minutes of the proceedings of shareholders.

     IN  WITNESS  WHEREOF,  the  sole  Shareholder  of  Southern  Security  Life
Insurance  Company has signed this Written  Consent as of the day and year first
above written.

SOUTHERN SECURITY LIFE INSURANCE COMPANY

ATTEST:

By /s/ Scott M. Quist
   ------------------
Scott M. Quist,
President and
Chief Operating Officer


 /s/ G. Robert Quist
- --------------------
G. Robert Quist, First Vice
     President and Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>sslicescrow2.txt
<TEXT>
                                ESCROW AGREEMENT


     THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of the
28th day of December,  2006, by and among American Network Insurance  Company, a
Pennsylvania  corporation ("ANIC"),  Security National Life Insurance Company, a
Utah corporation  ("SNLIC"),  the owner of all issued and outstanding  shares of
Southern  Security  Life  Insurance  Company  and  Preferred  Insurance  Capital
Consultants, LLC, a Florida limited liability company (the "Escrow Agent").

                                   WITNESSETH:

     WHEREAS,  contemporaneously with the execution of this Agreement,  ANIC has
entered into Stock Purchase  Agreement with SNLIC to purchase 100% of the shares
(the "Stock") in Southern Security Life Insurance  Company, a licensed insurance
company in the State of Florida (the  "Company") for the sum of $400,000 plus an
amount  equal to the Capital and Surplus of  Southern  Security  Life  Insurance
Company as of December 31, 2006 Quarterly Statement, subject to later adjustment
per the Stock Purchase Agreement (the "Purchase Price");

     WHEREAS,  in  the  event  that  the  transaction  is  not  approved  by the
appropriate  regulatory parties or both parties agree, the Approximate  Purchase
Price  consisting of the sum of $400,000 plus an amount equal to the Capital and
Surplus of the Company as of September 30, 2006 shall be immediately returned to
ANIC.

     WHEREAS,  the  Escrow  Agent is willing  to act as escrow  agent  hereunder
without compensation;

     NOW,  THEREFORE,  in  consideration  of premises  and the mutual  promises,
covenants and agreements  contained herein, the parties hereto,  intending to be
legally bound, hereby agree as follows:

SECTION 1. Establishment of Purchase Price.

     Simultaneously  with the execution hereof, ANIC shall deliver to the Escrow
Agent the Approximate  Purchase Price to be held in an interest  bearing account
at Bank of America with a Florida interest benefit of purchase ("Account").  The
Approximate  Purchase  Price  shall  be  held  in the  Account  until  the  said
transaction  has been  approved or  disapproved  by the  Appropriate  Regulatory
Parties.

SECTION 2.        Distribution of Purchase Price.

     2.1 Action  Upon  Approval  by the  Appropriate  Regulatory  Parties.  Upon
satisfaction of said condition subsequent,  the Escrow Agent shall wire transfer
the Approximate Purchase Price being held in the escrow account to an account of
SNLIC  designated by SNLIC.  All  investment  income and interest  earned in the
escrow account shall be transferred to ANIC.

     2.2 Action Upon  Disapproval by the Appropriate  Regulatory  Parties.  Upon
disapproval by the Appropriate Regulatory Parties or in the event said condition
subsequent  is not  satisfied on or before June 30,  2007,  or on or before such
later date as the Seller and Purchase may mutually agree in writing, this Escrow
Agreement  shall be  rescinded  and the Escrow  Agent  shall wire  transfer  the
Approximate Purchase Price and interest accrued thereon being held in the escrow
account to an account of ANIC designated by ANIC.

     2.3 Action Upon Mutual Termination. In the event that both parties agree to
terminate the Stock  Purchase  Agreement  pursuant to Article VIII or the Escrow
Agreement, the Escrow Agent, upon written direction by both ANIC and SNLIC shall
return the Approximate Purchase Price to ANIC.

SECTION 3.        Escrow Agent.

     3.1  Duties.  It is agreed  that the duties and  obligations  of the Escrow
Agent are those  herein  specifically  provided  and no other.  The Escrow Agent
shall have no liability or obligation with respect to the  Approximate  Purchase
Price except for the Escrow Agent's willful misconduct or gross negligence.  The
Escrow Agent's sole responsibility shall be for the safekeeping and disbursement
of  Approximate  Purchase  Price in  accordance  with the  terms of this  Escrow
Agreement.  The Escrow  Agent shall have no implied  duties or  obligations  and
shall not be  charged  with  knowledge  or  notice of any fact or  circumstance,
except as  specifically  set  forth  herein  or in a notice  delivered  pursuant
hereto.

     3.2  Right to  Follow  Instructions.  Escrow  Agent  shall  not  incur  any
liability for following the instructions  herein contained or expressly provided
for, or written instructions given by the parties hereto.

     3.3  Conflicting  Instructions.  In the event that  Escrow  Agent  shall be
uncertain as to its duties or rights  hereunder or shall  receive  instructions,
claims or demands from any party hereto which, in its opinion, conflict with any
of the provisions of this Agreement, it shall be entitled to refrain from taking
any action until receipt of a Final Determination.

     3.4  Changes  to  Agreement.  Escrow  Agent  shall  not  be  bound  by  any
modification, amendment, termination,  cancellation, rescission or super session
of this  Agreement  unless the same  shall be in  writing  and signed by all the
other parties  hereto and, if its rights,  duties,  immunities or indemnities as
the Escrow Agent are affected thereby, unless it shall have been given its prior
written consent thereto.

     3.5 Release of Escrow Agent.  Escrow Agent may at any time resign by giving
written  notice of its  resignation  to the parties  hereto at their  respective
addresses  set forth in this  Agreement,  at least thirty (30) days prior to the
date specified for such resignation to take effect,  and upon the effective date
of such  resignation,  all  property  then  held by the  Escrow  Agent  shall be
delivered by it to such person as may be jointly  designated  by ANIC and SNLIC,
whereupon all of the Escrow Agent's duties and obligations hereunder shall cease
and terminate.

     3.6 Termination of Escrow Agent Duties.

          (a)  In the  event  that both  parties  agree to  terminate  the Stock
               Purchase  Agreement pursuant to Article VIII or Escrow Agreement,
               the Escrow Agent,  upon written  direction by both ANIC and SNLIC
               shall return Approximate Purchase Price to ANIC.

          (b)  Upon disapproval by the Appropriate  Regulatory Parties or in the
               event said  condition  subsequent  is not  satisfied on or before
               June 30, 2007,  or on or before such later date as the Seller and
               Purchase may  mutually  agree in writing,  this Escrow  Agreement
               shall be rescinded  and the Escrow Agent shall wire  transfer the
               Approximate  Purchase  Price and interest  accrued  thereon being
               held in the escrow  account to an account of ANIC  designated  by
               ANIC.

SECTION 4.        Miscellaneous.

     4.1  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Florida  (without giving effect to the
conflict of law principals thereof).

     4.2 Notices.  All notices that are required or may be given pursuant to the
terms of this  Agreement  shall be in  writing  and shall be  sufficient  in all
respects if delivered  by hand or via a national  overnight  courier  service or
mailed by registered or certified mail postage to:

                           If to Escrow Agent:

                  Preferred Insurance Capital Consultants, LLC
                                    Attn:   Michael Camilleri
                                    55 NE 5th Avenue, Suite 502
                                    Boca Raton, Florida 33432

                           with copy to:

                                    Taplin & Associates
                                    Attn:   Norman Taplin, Esq.
                                    1555 Palm Beach Lakes Boulevard, Suite 1510
                                    West Palm Beach, Florida 33401

                 If to Security National Life Insurance Company:

                    Security National Life Insurance Company
                                    Attn:   Scott M. Quist
                                    5300 South 360 West, Suite 250
                                    Salt Lake City, Utah 84123

                           with copy to:

                                    Mackey Price Thompson & Ostler
                                    Attn:   Randall A. Mackey, Esq.
                                    57 West 100 South, Suite 350
                                    Salt Lake City, Utah 84101

                           If to American Network Insurance Company:

                           c/o:     Penn Treaty American Corporation
                                    3440 Lehigh Street
                                    Allentown, PA 18103

Or such other address or addresses, as shall be designated by a party hereto, to
the others in writing.  Any such notice,  claim or other  communication shall be
deemed  conclusively  to have been given and received (i) on the first  business
day following the day timely received by national  overnight  courier,  with the
cost of delivery  prepaid;  or (ii) when otherwise  personally  delivered to the
addressee.

     4.3 Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof, and supersedes all
prior oral or written agreements,  commitments or understandings among them with
respect to the matters provided.

     4.4 Modification.  This Agreement may be modified,  altered or amended only
by a written instrument signed by each of the parties hereto.




<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date of first written above.

                    SECURITY NATIONAL LIFE INSURANCE COMPANY


                                    By /s/ Scott M. Quist
                                       ------------------
                                         Scott M. Quist, President


                       AMERICAN NETWORK INSURANCE COMPANY


                                    By /s/ Cameron B. Waite
                                      ---------------------
                                    Cameron B. Waite, Executive Vice President


                       Escrow Agent (Preferred Insurance Capital Consultants)



                                    By___________________________________
                                          Michael Camilleri

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>escrow.txt
<TEXT>
                                ESCROW AGREEMENT


     THIS ESCROW  AGREEMENT  is made and entered into this 28th day of December,
2006, by and between by and among Security  National Life Insurance  Company,  a
Utah corporation (referred to herein as "Security National"),  Southern Security
Life Insurance  Company  ("Southern  Security"),  a Florida  domestic  insurance
company,  American Network Insurance Company, a Pennsylvania  domestic insurance
company  ("American  Network")  and  Mackey  Price  Thompson  &  Ostler,  a Utah
professional corporation (referred to herein as "Escrow Agent").

                                    RECITALS

     WHEREAS, prior to December 29, 2006, Security National was the owner of all
issued and outstanding shares of Southern Security (the "Shares");

     WHEREAS,  on December 12,  2005,  Southern  Security and Security  National
adopted a Plan of Liquidation whereby Southern Security would be liquidated into
Security National in essentially the same manner as the liquidation described in
Private  Letter  Ruling  9847027 in order to achieve the same tax  treatment and
consequences  under  ss.332  of the  Internal  Revenue  Code of 1986  and  other
applicable provisions described in said Letter Ruling;

     WHEREAS, the first liquidating  distribution occurred on December 31, 2005,
and all other assets of Southern Security have been subsequently liquidated into
Security  National  except the  capital and  surplus  required by the  insurance
departments of Florida and certain other states to conduct insurance business in
such states;

     WHEREAS,  Security  National  and  American  Network  entered  into a Stock
Purchase  Agreement dated December 28, 2006 (the "American Network  Agreement"),
which was closed on December  29,  2006,  pursuant to which  agreement  Security
National sold and American  Network  purchased the Shares subject to a condition
subsequent  in  Section  1.04 of said  agreement  (the  "Condition  Subsequent")
requiring  that the  purchase  and sale be  approved  by the  Florida  Office of
Insurance  Regulation,  the Florida  Department of Financial  Services,  and the
Pennsylvania Department of Insurance (the "Governmental Approvals").

     WHEREAS,  pursuant to Section 1.02 of the American Network  Agreement,  the
approximate purchase price for the Shares (the "Approximate  Purchase Price") is
being wire  transferred  on December  29, 2006 into a special  interest  bearing
account of American  Network's  attorney  to be held by said  attorney as escrow
agent pending the satisfaction of the Condition Subsequent. Upon satisfaction of
said Condition Subsequent, said escrow agent shall wire transfer the Approximate
Purchase  Price  being  held in the escrow  account  to an  account of  Security
National  designated by Security  National.  All investment  income and interest
earned in the escrow  account shall be  transferred  to Purchaser.  In the event
said condition  subsequent is not satisfied on or before June 30, 2007, or on or
before such later date as Security  National and  American  Network may mutually
agree in writing, the American Network Agreement shall be rescinded and the said
escrow agent shall wire  transfer the  Approximate  Purchase  Price and interest
accrued  thereon  being  held in the escrow  account  to an account of  American
Network designated by American Network;


<PAGE>

     WHEREAS,  the parties  desire to establish  this Escrow with the purpose of
preserving the desired tax consequences described in the second recital above by
assuring  that, in the event the  Condition  Subsequent  requiring  Governmental
Approvals is not satisfied as required by the American  Network  Agreement,  the
capital  and  surplus  remaining  in  Southern  Security  will be  automatically
distributed to Security National Life plus all investment income and interest on
the capital and surplus and Articles of Dissolution of Southern Security will be
automatically filed in Florida pursuant to documents executed and delivered into
escrow pursuant to this Escrow Agreement; and

     WHEREAS,  Escrow Agent is willing to receive the documents  contemplated by
this Escrow  Agreement and dispose of the same in  accordance  with the terms of
this Escrow Agreement;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

          1.  Delivery of Documents  into  Escrow.  Southern  Security  herewith
     delivers the following documents to Escrow Agent to be held and disposed of
     by Escrow  Agent  strictly  in  accordance  with the  terms of this  Escrow
     Agreement:

          (a)  A copy of the American Network Agreement.

          (b)  An original executed  Assignment dated December 29, 2006, whereby
               Southern Security distributes,  assigns and transfers to Security
               National all of Southern  Security's capital and surplus accounts
               and any and all other  real and  personal  property  which it may
               have  inadvertently  failed to previously  distribute to Security
               National (the "Assignment").

          (c)  Original  executed  Articles of Dissolution of Southern  Security
               dated December 29, 2006 (the "Articles of Dissolution").

          (d)  Check  dated  December  29,  2006 in the  amount of  $35.00  made
               payable to the  Division of  Corporations,  as the filing fee for
               Articles of Dissolution (the "Filing Fee Check").

          (e)  Certificates representing all of the Shares of Southern Security,
               together  with  accompanying   stock  powers  or  instruments  of
               assignment, duly endorsed for transfer.

     2. Delivery of Cash into Escrow.  Security  National herewith delivers cash
in the form of  immediately  available  U.S.  Dollars by bank wire transfer into
this Escrow in an amount equal to the  statutory  deposits of Southern  Security
pertaining  to the states of Alabama,  Michigan  and South  Carolina,  which are
statutorily  required  to be in  form  of  bonds,  such  cash  to be held by and
disbursed by Escrow Agent  strictly in accordance  with the terms of this Escrow
Agreement.  Upon the obtaining of the  Governmental  Approval,  American Network
shall  immediately  deposit  with the  states  of  Alabama,  Michigan  and South
Carolina its own bonds and shall take all other steps necessary to have Security
National's bonds released and returned to Security  National.  Upon receipt of a
written  Notice from American  Network that it has deposited  with the states of
Alabama,  Michigan  and South  Carolina  its own  bonds,  and upon  receipt of a
written Notice from Security  National that it has received the bonds,  the cash
delivered  herewith  into escrow by Security  National  equal to said  statutory
deposits of Southern Security pertaining to the states of Alabama,  Michigan and
South Carolina shall be disbursed to American Network. Upon receipt of a written
Notice  from  Security   National  and  Southern  Security  that  the  Condition
Subsequent has not been  satisfied,  the cash delivered  herewith into escrow by
Security National equal to said statutory deposits shall be returned to Security
National.

     3.  Destruction  of Assignment and Articles of Dissolution in the Event the
Condition  Subsequent  is Satisfied.  Upon receipt of (i) a written  Notice from
Security National and Southern  Security that the Condition  Subsequent has been
satisfied and the  Approximate  Purchase Price has been  distributed to Security
National pursuant to the American Network  Agreement,  and (ii) a written Notice
from  Security  National  of  receipt of payment  from  American  Network of the
difference  between  the  Approximate  Purchase  Price  and the  Purchase  Price
pursuant to Section 1.02 of the  American  Network  Agreement,  the Escrow Agent
shall destroy the  Assignment,  the Articles of  Dissolution  and the Filing Fee
Check,  by tearing the same in half and delivering  such destroyed  documents to
Security National,  along with the copy of the American Network  Agreement,  and
shall  deliver to American  Network  the  certificates  representing  all of the
Shares  of  Southern  Security,  together  with  accompanying  stock  powers  or
instruments of assignment, duly endorsed for transfer, and thereupon this Escrow
Agreement shall terminate.

     4.  Delivery of  Assignment  and Filing of Articles of  Dissolution  in the
Event the  Condition  Subsequent  is Not  Satisfied.  Upon  receipt of a written
Notice  from  Security   National  and  Southern  Security  that  the  Condition
Subsequent  has not been  satisfied and the  Approximate  Purchase Price has not
been  distributed  to  Security   National  pursuant  to  the  American  Network
Agreement,  the Escrow Agent shall deliver to Security  National the Assignment,
the copy of the American Network  Agreement,  and the certificates  representing
all of the Shares of Southern Security,  together with accompanying stock powers
or  instruments of  assignment,  duly endorsed for transfer,  and shall mail the
Articles  of  Dissolution  and the  Filing Fee Check to the  Amendment  Section,
Division of  Corporations  of the State of Florida at the following  address for
filing with it, and thereupon this Escrow Agreement shall terminate:

                           Amendment Section
                           Division of Corporations
                           P.O. Box 6327
                           Tallahassee, FL 32314

     5. Manner of Notice. All notices required by this Escrow Agreement or which
one party  desires to serve on another  party,  shall be in writing and shall be
deemed  given or made when  delivered  to such party  personally,  or three days
after mailing to such party by bonded courier,  by registered or certified mail,
postage  prepaid,  return receipt  requested,  or by first-class  mail,  postage
prepaid, to the addresses specified below:

         If to Security National, to :

                  Scott M. Quist, President
                  Security National Life Insurance Company
                  5300 South 360 West
                  Murray, Utah  84123

or to such other  address or addresses as Security  National  shall  hereinafter
designate by notice to the other parties as herein provided; and

         If to Southern Security, to :

                  Scott M. Quist, President
                  Southern Security Life Insurance Company
                  5300 South 360 West
                  Murray, Utah  84123

or to such other  address or addresses as Southern  Security  shall  hereinafter
designate by notice to the other parties as herein provided;

         If to American Network, to:

                  Mark Cloutier, Senior Vice President and
                      Chief Financial Officer
                  American Network Insurance Company
                  3440 Lehigh Street
                  Allentown, Pennsylvania 18103

or to such other  address or addresses  as American  Network  shall  hereinafter
designate by notice to the other parties as herein provided; and

                  If to Escrow Agent, to :

                  Randall A. Mackey, Esq.
                  Mackey Price Thompson & Ostler
                  57 West 200 South, Suite 350
                  Salt Lake City, Utah 84101

or to such other  address or  addresses  as the Escrow  Agent shall  hereinafter
designate by notice to the other parties as herein provided.

     6. Governing Law. This Escrow  Agreement shall be enforced and construed in
accordance with the laws of the State of Utah.

     7.  Agreement  Irrevocable  and  Binding.  The  provisions  of this  Escrow
Agreement and the terms and  conditions  hereof are  irrevocable  and may not be
amended or terminated  even by the mutual  agreement of the parties and shall be
binding  upon  and  inure  to  the  benefit  of the  executors,  administrators,
legatees, devisees, heirs, successors and assigns of the parties hereto.

     8.  Counterparts.  This  Escrow  Agreement  may be  executed in one or more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     9. Time. Time is of the essence of this Escrow Agreement.

     10.  Headings.  The subject  headings of the  paragraphs  contained in this
Escrow  Agreement  are included for purposes of  convenience  only and shall not
control or affect the  meaning,  construction  or  interpretation  of any of the
provisions of this Escrow Agreement.

     11. Disputes. Escrow Agent shall be obligated to act only upon receipt of a
court order or written notice given strictly in accordance  with paragraphs 2 or
3 of this Escrow Agreement.  Each of the other parties hereto hereby agrees that
Escrow Agent shall not be liable for any loss,  damage,  cost or expense arising
out of or in  connection  with any act or omission of Escrow Agent in good faith
pursuant to any such  instruction.  The Escrow Agent shall not be liable for and
shall be protected in acting upon any Notice  believed by the Escrow Agent to be
genuine and to be signed by the proper party or parties.  Should Escrow Agent be
notified or become aware of any dispute between any of the parties hereto or any
person or agent  acting for them with  regard to this Escrow  Agreement,  Escrow
Agent  shall  have the  right  to  commence  such  interpleader  or other  legal
proceedings or actions, or take or withhold any other actions, as are reasonably
necessary or appropriate pending resolution of such dispute.

     IN WITNESS WHEREOF,  the parties hereto have executed this Escrow Agreement
as of the day and year first above written.

            "Security National"

                SECURITY NATIONAL LIFE INSURANCE COMPANY


                By /s/ Scott M. Quist
                       --------------
                   Scott M. Quist, President

            "Southern Security"

                SOUTHERN SECURITY LIFE INSURANCE COMPANY


                By /s/ Scott M. Quist
                       --------------
                  Scott M. Quist, President

            "American Network"

               AMERICAN NETWORK INSURANCE COMPANY


               By /s/ Cameron B. Waite
                      ----------------
               Its: Exec. V.P., Strategic Operations
                    --------------------------------

            "Escrow Agent"

               MACKEY PRICE THOMPSON & OSTLER


               By /s/ Randall A. Mackey
                      -----------------
                      Randall A. Mackey
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>5
<FILENAME>stkprcagre.txt
<TEXT>
                            STOCK PURCHASE AGREEMENT

                          DATED AS OF DECEMBER 28, 2006

                                 BY AND BETWEEN

                       AMERICAN NETWORK INSURANCE COMPANY

                                       AND

                    SECURITY NATIONAL LIFE INSURANCE COMPANY











<PAGE>












                                        1

                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE  AGREEMENT (this  "Agreement") dated as of the 28th day
of December, 2006 (the "Effective Date") is made and entered into by and between
AMERICAN NETWORK  INSURANCE  COMPANY,  a Pennsylvania  corporation  (referred to
herein as "Purchaser'),  and SECURITY  NATIONAL LIFE INSURANCE  COMPANY,  a Utah
corporation  (referred  to herein as  "Seller"),  the  owner of all  issued  and
outstanding  shares of  SOUTHERN  SECURITY  LIFE  INSURANCE  COMPANY  ("Southern
Security"),  a  Florida  domestic  insurance  company.   Capitalized  terms  not
otherwise defined herein have the meanings set forth in Section 10.01.

     WHEREAS,  Seller owns all issued and outstanding shares of the common stock
(the "Shares") of Southern Security; and

     WHEREAS,  Seller  desires to sell, and Purchaser  desires to purchase,  the
Shares on the terms and subject to the conditions  set forth in this  Agreement;
and

     WHEREAS,  Seller and Purchaser recognize that all of the assets of Southern
Security have been or are in the process of being transferred to Seller, subject
only to the  retention  of admitted  assets  equal to the capital and surplus of
Southern  Security  and,  as a  result,  Southern  Security  has no  Assets  and
Properties  other than its capital and  surplus,  part of which is being held in
certain  state  insurance  department  trust  accounts in the states of Alabama,
Florida, Georgia, Indiana, Michigan and South Carolina (the "Capital and Surplus
of Southern Security");

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this  Agreement,  and for other good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                    ARTICLE I
                     PURCHASE AND SALE OF ASSETS AND CLOSING

     1.01 Purchase and Sale. At the Closing, Seller agrees to sell to Purchaser,
and Purchaser agrees to purchase from Seller, all of the Shares on the terms and
subject to the conditions set forth in this Agreement.

     1.02  Purchase  Price.  The  aggregate  purchase  price  for the  Shares is
$400,000 plus an amount equal to the Capital and Surplus of Southern Security as
of December 31, 2006 plus all investment  income and interest on the Capital and
Surplus accruing  between December 31, 2006 and the date of final  distributions
from escrow (the "Purchase  Price").  At the Closing,  Purchaser shall cause the
approximate Purchase Price, as defined below (the "Approximate  Purchase Price")
to be wire  transferred  into a special  interest bearing account of Purchaser's
attorney to be held by said attorney as Escrow Agent pending the satisfaction of
the condition  subsequent  described in Section 1.04. The  Approximate  Purchase
Price is equal to  $400,000  plus an amount  equal to the Capital and Surplus of
Southern  Security as indicated in its September 30, 2006  Quarterly  Statement.
Upon  satisfaction  of said  condition  subsequent,  the Escrow Agent shall wire
transfer the  Approximate  Purchase Price being held in the escrow account to an
account of Seller  designated  by Seller.  All  investment  income and  interest
earned in the escrow account shall be transferred to Purchaser.  Purchaser shall
pay  Seller  the  difference  between  the  Approximate  Purchase  Price and the
Purchase  Price.  In the event said condition  subsequent is not satisfied on or
before  June 30,  2007,  or on or  before  such  later  date as the  Seller  and
Purchaser may mutually agree in writing,  this Agreement  shall be rescinded and
the Escrow Agent shall wire transfer the Approximate Purchase Price and interest
accrued  thereon  being  held in the escrow  account to an account of  Purchaser
designated by Purchaser.  In the event of such  rescission,  the Purchaser shall
return to Seller the Shares and all other documents  received by it from Seller,
and the parties shall execute such  documents and perform such other acts as may
be required to effectuate such rescission.

         1.03     Closing; and Closing Deliveries by Seller.

          (a) Closing.  Subject to the terms and conditions  hereof, the Closing
     will take place at the offices of Seller's attorney, or at such other place
     as Purchaser and Seller  mutually agree,  at 11:00 a.m.,  Eastern  Standard
     Time on December 29, 2006,  (the "Closing  Date").  At the Closing,  Seller
     shall: (a) assign, deliver and transfer to Purchaser,  by properly executed
     assignments separate from certificates,  good and valid title in and to the
     Shares free and clear of all Liens;  (b)  deliver to Seller the  applicable
     certificates  representing the Shares;  and (c) deliver all other documents
     to be delivered  under Articles VI and VII. All of the documents  described
     in Section  1.03 (a),  (b) and (c) shall be in form and content  reasonably
     satisfactory to Purchaser and Purchaser's counsel.

          (b) Seller's Closing Deliveries.  At the Closing, Seller shall deliver
     to Purchaser:

               (i) certificates  representing  all of the Shares,  together with
          accompanying stock powers or instruments of assignment,  duly endorsed
          for transfer;

               (ii)  the  resolutions  of  the  Board  of  Directors  of  Seller
          authorizing the  transactions  contemplated  by this  Agreement,  duly
          certified as of the Closing Date by its Secretary;

               (iii) a  certificate  executed  by a duly  authorized  officer of
          Seller dated as of the Closing Date, to the effect that the conditions
          described  in  Article  VI have been fully  satisfied  (the  "Seller's
          Compliance Certificate");

               (iv) letters of resignation of the directors and officers of each
          of Southern Security effective as of the Closing;

               (v) incumbency certificates relating to each person executing any
          document to be executed and  delivered  to Purchaser  pursuant to this
          Agreement;

               (viii) all minute books, corporate seals and corporate records of
          Southern Security;

               (ix) a true,  accurate and complete list of investments  owned by
          Southern Security on the Closing Date,  including a description of any
          investment  instructions relating to such investments,  duly certified
          as of the  Closing  Date by the  Treasurer  of Southern  Security  and
          Seller;

               (x) such other documents and certificates,  the delivery of which
          by Seller to Purchaser is required by this Agreement or that Purchaser
          deems reasonably necessary to consummate the transactions contemplated
          hereby.

               (xi) Capital and Surplus of Southern  Security as of December 31,
          2006, as cash or cash equivalent;  provided that the parties recognize
          that the  statutory  deposits  pertaining  to the  states of  Alabama,
          Michigan and South Carolina are statutorily required to be in the form
          of bonds. Therefore, Seller shall place into escrow at Closing cash in
          an amount equal to the book value of these bonds.  Upon the  obtaining
          of the Governmental  Approvals set forth in this Agreement,  Purchaser
          shall immediately  deposit with the states of South Carolina,  Alabama
          and Michigan its own bonds and shall take all other steps necessary to
          have  Seller's  bonds  released  and  returned  to Seller and the cash
          deposited  by Seller at Closing in the amount of the book value of the
          bonds remitted to Purchaser.

     (c) Purchaser's Closing Deliveries. At the Closing, Purchaser shall deliver
to Seller:

               (i) the  resolutions  of the  Board  of  Directors  of  Purchaser
          authorizing the  transactions  contemplated  by this  Agreement,  duly
          certified as of the Closing Date by its Secretary;

               (ii) a  certificate  executed  by a duly  authorized  officer  of
          Purchaser  dated  as of the  Closing  Date,  to the  effect  that  the
          conditions  described in Section 7.01 and Section 7.02 have been fully
          satisfied (the "Purchaser's Compliance Certificate");

               (iii) incumbency  certificates  relating to each person executing
          any document to be executed and  delivered to Seller  pursuant to this
          Agreement; and

               (iv) such other documents and certificates, the delivery of which
          by  Purchaser  to Seller is required by this  Agreement or that Seller
          deems reasonably necessary to consummate the transactions contemplated
          hereby.

               (v) the  Purchase  Price to be placed in  escrow as  provided  in
          Section 1.02 of this Agreement.

     1.04 Governmental  Approvals.  The parties hereto recognize and acknowledge
that the  transactions as set forth in this Agreement are subject to the review,
consent and  approval  of the State of Florida  Office of  Insurance  Regulation
("OIR"),  the State of Florida  Department of Financial Services ("DFS") and the
Pennsylvania Department of Insurance (together,  the "Governmental  Approvals").
Purchaser  shall make all  necessary  filings and provide  all  information  and
documentations  that may reasonably be required by the  regulatory  authorities;
provided,  however,  that  neither  Southern  Security  nor  Purchaser  shall be
obligated to incur any  liabilities,  material  expenses,  or  obligations  as a
condition of such  Governmental  Approvals.  The obtaining of such  Governmental
Approvals is a condition  subsequent to the Closing of the  transactions  as set
forth in this  Agreement.

     1.05  Management  Agreement.  As of the Closing  Date,  Seller and Southern
Security  may enter into a  management  agreement  with  Purchaser  to assist in
operation  of Southern  Security  until the Escrow  Agent  delivers the Purchase
Price held in escrow to Seller as provided in Section 1.02 of this Agreement.

     1.06 Resignations. Seller shall cause each of the directors and officers of
Southern Security to resign effective as of the Closing.

     1.07 Release of Claims. At the Closing, Seller shall furnish to Purchaser a
complete  release,  in the form of Exhibit 1.08 (the  "Release"),  executed by a
duly  authorized  officer  of  Seller,  releasing  on behalf  of Seller  and its
Affiliates (other than Southern  Security) any and all Claims that Seller or any
of such Affiliates may have against Southern Security.

                                   ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Seller hereby  represents and warrants to Purchaser as follows and warrants
that  such  representations  and  warranties  will be true  and  correct  at the
Closing:

     2.01 Status of Seller. Seller is a Utah corporation,  duly incorporated and
having active status under the laws of the State of Utah. Seller is the owner of
all of the  Shares  free and  clear of all  Liens.  Seller  has full  power  and
authority  to execute and deliver  this  Agreement,  to perform all  obligations
hereunder,  and to consummate the transactions  contemplated  hereby,  including
without  limitation to own, hold,  sell,  assign and transfer  (pursuant to this
Agreement) the Shares.  This  execution,  delivery and  performance by Seller of
this Agreement have been duly  authorized by all necessary  corporate  action by
Seller's board of directors and  shareholders.  This Agreement  constitutes  the
valid and binding obligation of Seller enforceable  against Seller in accordance
with its terms.

     2.02 Existence and Qualification of Southern Security. Southern Security is
a licensed Florida life and health insurance  company with current  authority to
write in the State of Florida  and 12 other  states.  Southern  Security is also
licensed in Michigan but would require  additional capital to actively write new
policies in Michigan. Southern Security is duly organized,  validly existing and
having active status under the laws of the State of Florida.  Southern  Security
has full  corporate  power and  authority  to conduct its business as and to the
extent now  conducted,  and to own,  use and lease its  Assets  and  Properties.
Southern  Security  does not own any real  property.  Seller  has  furnished  to
Purchaser  true and  complete  copies of the Articles of  Incorporation  and the
Bylaws of Southern Security as amended.

     2.03 Capital  Stock.  The  authorized  capital  stock of Southern  Security
consists  of  3,000,000  shares  of Common  Stock,  $1.00  par  value,  of which
2,105,235  shares  have been issued to Seller.  The Shares are duly  authorized,
validly issued, outstanding,  fully paid and non-assessable.  Seller owns all of
the Shares, beneficially and of record, free and clear of all Liens and Options.
The  delivery  of  certificates  at the Closing  representing  the Shares in the
manner  provided in Section 1.03 will transfer to Purchaser good and valid title
to the  Shares,  free and clear of all Liens.  There are no Options  outstanding
with respect to shares of capital stock of Southern  Security or any security of
any kind  convertible  into or  exchangeable  or  exercisable  for any shares of
capital stock of Southern Security.

     2.04  Subsidiaries.   There  are  no  Subsidiaries  of  Southern  Security.
           ------------

     2.05 No Conflicts.  Subject to the  Governmental  Approvals as set forth in
Section 1.04, the execution and delivery by Seller of this Agreement do not, and
the  performance  by Seller of its  obligations  under this  Agreement,  and the
consummation of the transactions contemplated hereby will not:

               (a)  conflict  with or  result  in a  violation  or breach of any
          provision  of the  Articles  of  Incorporation  or Bylaws of Seller or
          Southern Security; or

               (b)  result  in a  violation  or  breach  of  any  Law  or  Order
          applicable to Seller or Southern  Security or any of their  respective
          Assets and Properties; or

               (c) (i) conflict with or result in a violation or breach of, (ii)
          constitute (with or without notice or lapse of time or both) a default
          under, (iii) with the exception of the Governmental Approvals, require
          Seller or Southern Security to obtain any consent,  approval or action
          of,  make any filing with or give any notice to any Person as a result
          of or under the terms of, or (iv) result in the creation or imposition
          of any  Lien  upon  Seller  or  Southern  Security  or  any  of  their
          respective  Assets and  Properties  under,  any Contract or License to
          which Seller or Southern  Security is a party or by which any of their
          respective Assets and Properties is bound.

     2.06  Governmental  Approvals  and  Filings.  Except  for the  Governmental
Approvals, no consent, approval or action of, filing with or notice to any other
Governmental or Regulatory  Authority on the part of Seller or Southern Security
is required in connection  with the execution,  delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby.

     2.07 Books and Records.  The minute books and similar  books and records of
Southern Security contain a true and complete record, in all material  respects,
of all action  taken at all  meetings  and by all  written  consents  in lieu of
meetings of the  stockholders,  the boards of directors  and  committees  of the
boards of directors of Southern  Security.  The books of account,  minute books,
stock record books, and other records of each of Southern Security, all of which
have been made available to Purchaser, are complete, accurate and correct in all
material  respects and have been  maintained in accordance  with sound  business
practices  and the  requirements  of law. At the  Closing,  all of the books and
records of Southern Security will be in its possession.

         2.08     Financial Condition.

          (a) Seller has previously  delivered to Purchaser  true,  complete and
     correct copies of the statutory  financial  statements of Southern Security
     for the year ended  December 31,  2005,  in each case as filed with DFS and
     OIR,  and will deliver to Purchaser  true,  complete and correct  copies of
     each quarterly  and/or annual  statement for all calendar  quarters  ending
     thereafter  and prior to the Closing  Date on or before the third  Business
     Day after such  quarterly  statement has been  delivered to the DFS and OIR
     (all  such  statements,   collectively,   the  "Statutory  Statements"  and
     individually, a "Statutory Statement"). The Statutory Statements (including
     the  provisions  made therein for  investments  and the valuation  thereof,
     reserves,  policy and contract claims and statutory  liabilities) that have
     been  delivered to Purchaser  prior to the date of this Agreement have been
     prepared,  and each of the Statutory  Statements  that will be delivered to
     Purchaser, will have been prepared, in accordance with Statutory Accounting
     Principles  (except as may be reflected  in the notes  thereto and subject,
     with  respect  to the  Statutory  Statements  that end on a date other than
     December  31, to the  absence of notes  required  by  Statutory  Accounting
     Principles and to normal  year-end  adjustments),  were in compliance  with
     applicable  Law when filed and present  fairly the  financial  condition of
     Southern  Security  covered thereby as of the respective  dates thereof and
     the results of operations,  changes in capital and surplus and cash flow of
     Southern Security covered thereby for the respective periods then ended.

          (b) Seller has previously  delivered to Purchaser  true,  complete and
     correct  copies of the audited  balance sheet of Southern  Security for the
     year ended  December 31, 2005,  together  with the  statement of income and
     cash flow for the year then  ended,  and will  deliver to  Purchaser  true,
     complete and correct  copies of the unaudited  balance  sheets for Southern
     Security  for each  calendar  quarter  ending  thereafter  and prior to the
     Closing  Date on or before  the third  Business  Day after  such  quarterly
     statement  has  been  prepared  (all  such  statements,  collectively,  the
     "Financial Statements").  The Financial Statements that have been delivered
     to Purchaser  prior to the date of this Agreement  have been prepared,  and
     each of the Financial Statements that will be delivered to Purchaser,  will
     have been  prepared,  in  accordance  with  generally  accepted  accounting
     principles  consistently  applied  (except as may be reflected in the notes
     thereto),  and present fairly the financial  condition of Southern Security
     as of the  respective  dates thereof and the results of operations and cash
     flow for the respective periods then ended.

          (c) Except as described in Schedule  2.08(c),  which shall be provided
     to Purchaser  upon written  request,  Southern  Security has no Liabilities
     except as set forth in the Statutory  Statements  and Financial  Statements
     that have been  delivered  to  Purchaser  prior to the  Effective  Date and
     except for accounts payable and other current liabilities that arise in the
     ordinary  course of business  between the  Effective  Date and prior to the
     Closing Date  consistent in charter and amounts with those set forth in the
     Statutory  Statements and Financial  Statements that have been delivered to
     the Purchaser prior to the Effective Date.

          (d) For the period ended  December  31, 2006,  Seller will prepare all
     requisite  statutory  filings,  annual  reports  and  audits  on  behalf of
     Southern Security and will present such filings,  annual reports and audits
     to Purchaser in a timely  fashion for  submission to the DFS and OIR as may
     be required.

         2.09     Taxes.
                  -----

          (a) Seller and Southern Security have timely filed all federal,  state
     and local, and foreign tax returns,  declarations,  statements, and reports
     required to be filed by it (including  schedules and  attachments  thereto)
     (collectively,  the "Returns").  All such Returns were correct and complete
     and  have  been  prepared  in  compliance  with  all  applicable  Laws  and
     regulations.  Seller has delivered to Purchaser correct and complete copies
     of  all  Returns,  examination  reports,  and  statements  of  deficiencies
     assessed against or agreed to by Southern  Security filed or received since
     December  31,  2001.  Southern  Security  (A) has not been a  member  of an
     affiliated  group filing a  consolidated  federal  income Tax Return (other
     than a group the  common  parent of which was the Seller and the only other
     members of which are the Affiliated Group Members) or (B) has any Liability
     for the Taxes of any Person (other than Southern  Security)  under Treasury
     Regulations  ss.  1.1502-6  (or any  similar  provision  of Tax law),  as a
     transferee or successor, by contract, or otherwise.

          (b) All Taxes  due and  owing by  Southern  Security  have been  paid.
     Southern  Security has  adequately  provided for, in their books of account
     and related records, liability for all unpaid Taxes.

          (c) Except as  disclosed  on Schedule  2.09 to this  Agreement,  which
     shall be provided to Purchaser upon written  request,  there is no audit or
     examination pending of the Tax liability of Southern Security.

          (d)  Southern  Security  has not  received  from any  Governmental  or
     Regulatory Authority (including  jurisdictions where such Southern Security
     has not filed Returns relating to Taxes) any (i) written notice  indicating
     an intent to open an audit or other  review with respect to Taxes for which
     Southern Security could be liable,  (ii) request for information related to
     Tax  matters,   (iii)  correspondence   claiming  or  asserting  that  such
     Affiliated  Group  Member  is  or  may  be  subject  to  taxation  by  that
     Governmental  or  Regulatory  Authority,  or (iv) notice of  deficiency  or
     proposed  adjustment  for any Tax for  which  Southern  Security  could  be
     liable.

          (e) Except as disclosed on Schedule  2.09,  which shall be provided to
     Purchaser  upon  written  request,  there  is no  unresolved  claim  by any
     Governmental  or  Regulatory  Authority  concerning  the Tax  liability  of
     Southern  Security for any period for which Returns  relating to Taxes have
     been or were required to have been filed,  including Liens for Taxes (other
     than  Taxes not yet due and  payable)  upon any of the  assets of  Southern
     Security.

          (f) Except as disclosed on Schedule  2.09,  which shall be provided to
     Purchaser  upon  written  request,  Southern  Security  has not  waived  or
     extended  or  has  been  requested  to  waive  or  extend  the  statute  of
     limitations relating to the payment of any Taxes.

          (g) Southern Security has withheld and paid all Taxes required to have
     been withheld and paid in connection  with any amounts paid or owing to any
     employee or independent contractor and has properly characterized employees
     and independent contractors as such for Tax purposes. Southern Security has
     not  filed a consent  under  Code ss.  341(f).  Southern  Security  has not
     entered into or is bound by any agreement or arrangement  that has resulted
     or could result in the payment of any "excess parachute payment" under Code
     ss. 280G or in the payment of any amount that will not be fully  deductible
     under Code ss.  162(m).  Southern  Security will not be required to include
     any item of income  in, or  exclude  any item of  deduction  from,  taxable
     income for any taxable period (or portion thereof) ending after the Closing
     Date as a  result  of any  change  in  accounting  method  or  intercompany
     transactions or excess loss account described in Treasury Regulations under
     Code ss. 1502.

          (h)  Southern  Security has not been a party to any tax sharing or tax
     allocation agreement. Southern Security is not subject to or has sought any
     private ruling from, or agreement with, a foreign,  federal, state or local
     taxing authority.

          (i)  Southern  Security  has not been a United  States  real  property
     holding  corporation  within the meaning of Code ss.  897(c)(2)  during the
     applicable period specified in Code ss. 897(c)(1)(A)(ii).

          (j) Southern Security has disclosed on its Returns all positions taken
     therein  that could give rise to a  substantial  understatement  of federal
     income Tax within the meaning of Code ss. 6662.

          (k) Except as provided in  Schedule  2.09,  which shall be provided to
     Purchaser upon written  request,  Southern  Security has not engaged in any
     "reportable  transactions" within the definition of Treasury Regulation ss.
     1.6011-4.

          (l) Seller shall assist Purchaser, if requested, in the preparation of
     any requisite tax filing  required for the period  between the Closing Date
     and December 31, 2006.

     2.10  Legal  Proceedings.  Except as  described  in  Schedule  2.10 to this
Agreement, which shall be provided to Purchaser upon written request:

          (a) there are no Actions or  Proceedings  pending or, to the knowledge
     of Sellers,  threatened against,  relating to or affecting Seller, Southern
     Security or any of their respective Assets and Properties; and

          (b) there are no Orders  outstanding  against  the Seller or  Southern
     Security.

     2.11 Compliance With Laws and Orders.  Except as described in Schedule 2.11
to this Agreement, which shall be provided to Purchaser upon written request, to
the best  knowledge  of Seller,  Southern  Security is not in violation of or in
default  under any Law or Order  applicable to such Company or any of its Assets
or Properties.

     2.12 Benefit Plans - ERISA: Employees.

          (a) Except as  described  in Schedule  2.12 to this  Agreement,  which
     shall be provided to Purchaser upon written request, Southern Security does
     not  maintain,   contribute  to,  sponsor  or  participate   in,  has  ever
     maintained,  contributed to,  sponsored or participated  in, and no past or
     present employee of Southern  Security  participates in or is benefited by,
     or has  participated  in or  benefited  by, any Benefit  Plan  covering any
     employee or former employee of the Company,  and Southern  Security has not
     taken any action to institute any such Benefit  Plan.  Except to the extent
     described in Schedule 2.12, Southern Security has no Liability with respect
     to any  Benefit  Plan.  Southern  Security  is and has at all times been in
     compliance with all applicable laws,  agreements,  policies and obligations
     relating  to  employment,   wages,   hours  and  terms  and  conditions  of
     employment.

          (b) There are no written or oral employment contracts between Southern
     Security and any of its employees.

     2.13 Real Property. Southern Security does not own any interest in any real
property  nor does it hold any  leasehold  interest,  as a  tenant,  in any real
property.

     2.14  Intellectual  Property  Rights.  Except  for  rights  to the  name of
Southern  Security,  which name the Seller shall retain, the Seller possesses no
rights of any nature  whatsoever to any Intellectual  Property used in or useful
to the business of Southern  Security.  The  Intellectual  Property  used in the
business of Southern  Security is described in Schedule 2.14 to this  Agreement,
which  shall  be  provided  to  Purchaser  upon  written  request.  None of such
Intellectual  Property  infringes  the  rights of any third  party  and,  to the
knowledge  of Seller and Southern  Security,  no other party is  infringing  the
Intellectual Property of Southern Security. Southern Security has and has always
had valid and fully paid  licenses to use all software  used by such Company and
in the manner used by such Company.  Purchaser  agrees to discontinue the use of
the name  Southern  Security Life  Insurance  Company for purposes of marketing,
advertising or soliciting business immediately upon the Closing Date.

     2.15  Contracts.  Except as described on Schedule  2.15 to this  Agreement,
which  shall be  provided  to  Purchaser  upon  written  request,  there  are no
Contracts  currently in force between Southern  Security or Seller and any other
Person.  All of the  Contracts  described in Schedule 2.15 are in full force and
effect and enforceable by the applicable  Company or Seller, as the case may be.
Except as described on Schedule 2.15, neither Seller nor Southern Security is in
breach of any such  Contracts  and there is no  circumstance  existing that with
notice or the lapse of time is reasonably likely to result in a breach of any of
such Contracts by Seller or Southern  Security,  and, to the knowledge of Seller
and Southern Security, no other Person is in breach of any of such Contracts and
there is no  circumstance  existing  that  with  notice  or the lapse of time is
reasonably  likely to result in a breach of any of such  Contracts by such other
Person.  Any and all agent  contracts,  licenses or  appointments  with Southern
Security will be terminated by the Seller on behalf of Southern  Security  prior
to  the  Closing  Date,  or  Seller  will  cause  such  contracts,  licenses  or
appointments to terminate as of January 1, 2007.

     2.16  Licenses.  Prior  to the  execution  of this  Agreement,  Seller  has
delivered to Purchaser true and complete copies of all existing Licenses held by
Southern Security.  Each such License is in full force and effect and, except as
described  on  Schedule  2.16 to this  Agreement,  which  shall be  provided  to
Purchaser  upon written  request,  there are no  proceedings  pending or, to the
knowledge of Seller or Southern Security,  threatened,  that could result in the
revocation,   termination   or  suspension  of  any  of  such  Licenses  or  any
disciplinary action being taken with respect to any of such Licenses.

     2.17 Insurance.  There are no insurance  policies currently in effect other
than the insurance policies, reinsurance policies or treaties and other policies
described  on  Schedule  2.17 to this  Agreement,  which  shall be  provided  to
Purchaser  upon  written  request,  that  insure  the  business,  operations  or
employees of Southern  Security or affects or relates to the  ownership,  use or
operation of any of the Assets and Properties of Southern  Security and that (i)
have been  issued to  Southern  Security  or (ii) have been issued to any Person
(other  than  Southern  Security)  for the  benefit of  Southern  Security.  All
insurance policies are in full force and effect.

     2.18  Affiliate  Transactions.  As of the  Closing  Date,  there will be no
Indebtedness  between Southern Security and Seller, or any officer,  director or
Affiliate of Seller (other than the Company), except (a) as clearly disclosed on
the Statutory  Statements or Financial Statements of Southern Security that have
been delivered to the Purchaser  prior to the Effective  Date, (b) to the extent
provided in Schedule  2.18,  which shall be provided to  Purchaser  upon written
request, neither Seller nor any such officer,  director or Affiliate provides or
causes to be provided any assets,  services or facilities to Southern  Security,
and (c) to the extent  provided in Schedule  2.18,  Southern  Security  does not
provide or cause to be provided any assets,  services or facilities to Seller or
any such officer, director or Affiliate.

     2.19 Labor Relations.  No employee of Southern Security is or ever has been
a member of a collective  bargaining unit that relates to Southern Security and,
to the  knowledge of Seller and Southern  Security,  there are no  threatened or
contemplated  attempts to organize for collective bargaining purposes any of the
employees of Southern Security.

     2.20  Brokers.  All  negotiations   relative  to  this  agreement  and  the
transactions  contemplated  hereby have been carried out by Seller directly with
Purchaser  without the intervention of any Person on behalf of Seller except for
Taplin & Associates (which is Seller's agent/broker and Seller's  responsibility
to compensate) and in such manner as to not give rise to any valid claims by any
third party, for a finder's fee, brokerage commission or similar payment.

     2.21 Assets.  Southern Security has no Assets and Properties other than its
Capital and Surplus. Such assets are admitted assets for purposes of the Florida
Insurance Code and are free of all Liens.

     2.22 Absence of Changes.  Except to the extent provided in Schedule 2.22 to
this Agreement, which shall be provided to Purchaser upon written request, since
December 31, 2005,  Southern  Security has  conducted  its business  only in the
ordinary course of business (the "Ordinary  Course of Business"),  and there has
not been any:

          (a) change in Southern Security's  authorized or issued capital stock;
     grant of any Option or right to  purchase  shares of  capital  stock of any
     Company;  issuance of any security  convertible  into such  capital  stock;
     grant of any registration  rights;  purchase,  redemption,  retirement,  or
     other  acquisition  by any Company of any shares of any such capital stock;
     or declaration or payment of any dividend or other  distribution or payment
     in respect of shares of capital stock;

          (b) amendment to the articles of  incorporation  of bylaws of Southern
     Security;

          (c) payment or increase by Southern Security of any bonuses, salaries,
     or other compensation to any stockholder,  director, officer, or (except in
     the  Ordinary  Course of Business)  employee or entry into any  employment,
     severance, or similar Contract with any director, officer, or employee;

          (d) adoption of, or increase in the payments to or benefits under, any
     profit sharing, bonus, deferred compensation,  savings, insurance, pension,
     retirement, or other employee benefit plan for or with any employees of any
     Company;

          (e) sale,  lease, or other disposition of any asset or property of any
     Company or  mortgage,  pledge,  or  imposition  of any Lien on any material
     asset or property of any Company;

          (h) cancellation or waiver of any claims or rights with a value to any
     Company in excess of $50,000;

          (i)  material  change  in the  accounting  methods  used  by  Southern
     Security; or

          (j) agreement, whether oral or written, by Southern Security to do any
     of the foregoing.

     2.23  Insurance  Examinations.  Upon written  request by Purchaser,  Seller
shall deliver to Purchaser  true,  correct and complete  copies of all financial
and market conduct  examination reports issued by any Governmental or Regulatory
Authority  since  December  31,  2001 and any  response  letters  from Seller or
Southern Security regarding the deficiencies,  if any, noted in such examination
reports.  All deficiencies noted in such examination  reports have been resolved
to the satisfaction of the Governmental or Regulatory  Authority that issued the
report.  There are no pending  or, to the  knowledge  of Southern  Security  and
Seller,  threatened  examinations  of Southern  Security by any  Governmental or
Regulatory Authority, except for the investigation involving the college funding
plan that is currently pending before the Market Conduct Division of the Florida
Office of Insurance Regulation, Case No. 85796-06.

     2.24 Policy  Reserves.  Southern  Security's  insurance policy reserves and
surplus with respect to  policyholders  have been  determined in accordance with
Statutory  Accounting  Principles and generally accepted actuarial  assumptions,
consistently  applied at all times since  December 31, 2003,  and the underlying
insurance policies. Except as provided in Schedule 2.24 to this Agreement, which
shall be provided to Purchaser upon written  request,  such reserves and surplus
are adequate and will be adequate at the Closing to cover all Liabilities  under
insurance  policies  issued  by  Southern  Security  prior to the  Closing.  All
policies  have been  reinsured  by Seller  prior to the  Closing and Seller will
continue to make every best effort to effectuate the ultimate assumption of such
policies after the Closing Date in as expeditious a fashion as possible.

     2.25  Independent  Contractors.  All Persons that have been  classified  or
treated by Southern  Security as  independent  contractors  have been  correctly
treated as independent contractors under all Tax, employment and other Laws.

     2.26 Agents. Upon written request by Purchaser, Seller shall provide a list
of all of the insurance  agencies and  insurance  agents with which or with whom
Southern  Security has entered into any Contract and  describes the terms of any
Contract between Southern  Security and such agency or agent.  Seller shall also
deliver to Purchaser true, correct and complete copies of such Contracts.

     2.27 Ratings.  Schedule 2.27 to this Agreement,  which shall be provided to
Purchaser  upon  written  request,  contains a  description  of all of  Southern
Security's insurance ratings.  Since December 31, 2005, none of such ratings has
declined and no rating agency has announced that it will or may revoke, alter or
reduce any of such ratings.

     2.28 Disclosure. No representation and warranty of Seller in this Agreement
and no statement in any of the Schedules to Sections in this Article II omits to
state a material fact  necessary to make the statements in this Article II or in
such  Schedule,  in light of the  circumstances  under which they were made, not
misleading.  There is no fact  known to Seller  or  Southern  Security  that has
specific application to Southern Security or Seller (other than general economic
or industry  conditions)  and that materially  adversely  affects (or, as far as
Seller or Southern Security can reasonably foresee,  materially threatens),  the
assets,  business,  prospects,  financial  condition or results of operations of
Southern  Security  that  has  not  been  disclosed  in this  Article  II or the
Schedules to Sections of this Article II.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represents and warrants to Sellers as follows:

     3.01 Existence. Purchaser is a Pennsylvania corporation with full corporate
power and  authority  to execute  and  deliver  this  Agreement,  to perform all
obligations hereunder and to consummate the transactions contemplated hereby.

     3.02  Authority.  This  Agreement  has been duly and validly  executed  and
delivered by Purchaser and constitutes a legal,  valid and binding obligation of
Purchaser enforceable against Purchaser in accordance with its terms.

     3.03  No  Conflicts.  The  execution  and  delivery  by  Purchaser  of this
Agreement does not, and the  performance by Purchaser of its  obligations  under
this Agreement and the consummation of the transactions contemplated hereby will
not:

          (a) subject to obtaining the required consents, approvals and actions,
     conflict  with or  result  in a  violation  or  breach  of any Law or Order
     applicable to Purchaser or any of its Assets and Properties; or

          (b) (i)  conflict  with or result in a  violation  or breach of,  (ii)
     constitute  (with or  without  notice  or lapse of time or both) a  default
     under,  (iii)  subject to the  required  approvals,  consents  and actions,
     require  Purchaser to obtain any  consent,  approval or action of, make any
     filing with or give any notice to any Person as a result or under the terms
     of, or (iv) result in the creation or imposition of any Lien upon Purchaser
     or any of its Assets or Properties  under, any Contract or License to which
     Purchaser is a party or by which any of its Assets and Properties is bound.

     3.04  Governmental  Approvals  and  Filings.  Except  for the  Governmental
Approvals,  and  except as  provided  in  Schedule  3.04 to this  Agreement,  no
consent,  approval or action of,  filing with or notice to any  Governmental  or
Regulatory Authority on the part of Purchaser is required in connection with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.

     3.05  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby have been carried out by  Purchaser  directly
with Seller without the  intervention of any Person on behalf of Purchaser,  and
in such  manner  as to not give rise to any valid  claim by any  Person  against
Purchaser for a finder's fee, brokerage commission or similar payment. Purchaser
shall indemnify and hold Seller harmless for and against any claims or causes of
action from the claim of any other third party engaged by  Purchaser,  seeking a
brokerage  commission,  finder's  fee or similar type payment as a result of its
having been engaged by Purchaser.

                                   ARTICLE IV
                               COVENANTS OF SELLER

     Seller  covenants  and agrees with  Purchaser  that,  at all times from and
after the date hereof until the Closing,  Seller will comply with all  covenants
and provisions of this Article IV, except to the extent  Purchaser may otherwise
consent in writing.

     4.01  Approvals.  Seller  will,  or will cause  Southern  Security  to, (a)
provide such information and  communications  to such Governmental or Regulatory
Authorities or other Persons as such  Governmental or Regulatory  Authorities or
other Persons may reasonably request, and (b) provide reasonable  cooperation to
Purchaser in obtaining all consents, approvals or actions of, making all filings
with and giving all notices to Governmental  or Regulatory  Authorities or other
Persons  required of  Purchaser  to  consummate  the  transactions  contemplated
hereby,  including  any  approvals  or consents of Landlord  with respect to the
Lease,  Seller will  provide  prompt  notification  to  Purchaser  when any such
consent,  approval,  action, filing or notice referred to in clause (a) above is
obtained,  taken,  made or  given,  as  applicable,  and  will  promptly  advise
Purchaser of any communications (and, unless precluded by Law, provide copies of
any such communications that are in writing) with any Governmental or Regulatory
Authority or other Person regarding any of the transactions contemplated by this
Agreement.

     4.02  Investigation by Purchaser.  Seller, if requested by Purchaser,  will
cause Southern Security to, (a) provide Purchaser and its counsel,  accountants,
financial  advisors,  consultants and other  representatives  with access,  upon
reasonable  prior notice and during  normal  business  hours,  to all  officers,
employees,  agents and  accountants  of Southern  Security and to its Assets and
Properties  and Books and Records,  but only to the extent that such access does
not  unreasonably  interfere  with  the  business  and  operations  of  Southern
Security, and (b) furnish Purchaser and/or Purchaser's  representatives with all
such  information and data (including  without  limitation  copies of Contracts,
Benefit  Plans  and  other  Books  and  Records)  concerning  the  business  and
operations of Southern Security as Purchaser and/or Purchaser's  representatives
reasonably  may request in  connection  with such  investigation,  except to the
extent  that  furnishing  any such  information  or data would  violate any Law,
Order,  Contract  or License  applicable  to Sellers or the  Company or by which
Southern Security's Assets and Properties are bound.

     4.03  Conduct of  Business.  Prior to Closing,  Seller will cause  Southern
Security  to use  commercially  reasonable  efforts to (a)  preserve  intact the
present business organization and reputation of Southern Security,  (b) maintain
the Assets  and  Properties  of  Southern  Security  in good  working  order and
condition,  ordinary wear and tear  excepted,  (c) maintain the good will of key
customers  and  suppliers  of Southern  Security,  and (d) maintain all existing
Licenses in good  standing,  (e) operate  Southern  Security in accordance  with
applicable  laws,  (f) operate  Southern  Security in their usual and  customary
manner,  and (g) not take any of the actions described in any of the Subsections
of Section 2.22.

     4.04  Additional  Covenants  Regarding  Southern  Security.  Prior  to  the
Closing, Seller shall:

          (a) cause Southern Security to maintain all of its insurance ratings;

          (b) not permit Southern  Security to materially  change any reserving,
     underwriting or actuarial practices or methods;

          (c) not permit Southern  Security to materially change its reinsurance
     program;

          (d) not permit Southern  Security to alter its investment  policies or
     practices,  restructure  its  investment  portfolio  or make  any  material
     modifications to its investments.

     4.05 Closing  Surplus.  Seller shall cause the Closing  Surplus of Southern
Security to be not less than the Surplus  reflected on the balance  sheet of the
Quarterly  Statutory  Statement as of September 30, 2006 (the "Statutory Balance
Sheet").

     4.06   Fulfillment  of  Conditions.   Seller  will  take  all  commercially
reasonable steps necessary or desirable and proceed diligently and in good faith
to satisfy each  condition  to the  obligations  of Purchaser  contained in this
Agreement and will not, and will not permit  Southern  Security to, take or fail
to  take  any  action  that  could  reasonably  be  expected  to  result  in the
non-fulfillment of any such condition.

     4.07 Tax Matters.  Without the prior written consent of Purchaser,  neither
Seller nor Southern Security shall make or change any election, change an annual
accounting period,  adopt or change any accounting method,  file any amended Tax
Return,  enter into any closing  agreement,  settle any Tax claim or  assessment
relating to Southern  Security,  surrender any right to claim a refund of Taxes,
consent to any extension or waiver of the  limitation  period  applicable to any
Tax claim or assessment relating to Southern Security, or take any other similar
action relating to the filing of any Tax Return or the payment of any Tax.

                                   ARTICLE V
                             COVENANTS OF PURCHASER

     Purchaser  covenants  and agrees  with Seller  that,  at all times from and
after  the date  hereof  until  the  Closing,  Purchaser  will  comply  with all
covenants  and  provisions  of this  Article V, except to the extent  Seller may
otherwise consent in writing.

     5.01 Approvals.  Purchaser will: (a) take all commercially reasonable steps
necessary or  desirable,  and proceed  diligently  and in good faith and use all
commercially  reasonable  efforts,  as promptly as practicable to obtain any and
all required  consents,  approvals  or actions of, to make all required  filings
with and to give all notices to Governmental or Regulatory Authorities, required
of Purchaser to consummate the  transactions  contemplated  hereby;  (b) provide
such other  information and  communications  to such  Governmental or Regulatory
Authorities or other Persons as such  Governmental or Regulatory  Authorities or
other Persons may reasonably request; and (c) provide reasonable  cooperation to
Seller or Southern Security in obtaining all consents,  approvals or actions of,
making all filings  with and giving all notices to  Governmental  or  Regulatory
Authorities  or other  Persons  required of Sellers or the Company to consummate
the transactions contemplated hereby. Purchaser will provide prompt notification
to Seller when any such consent,  approval, action, filing or notice referred to
in Section 5.01(a) has been obtained,  taken, made or given, as applicable,  and
will advise Seller of any communications  (and, unless precluded by Law, provide
copies of any such  communications that are in writing) with any Governmental or
Regulatory   Authority  or  other  person  regarding  any  of  the  transactions
contemplated by this Agreement.

     5.02  Fulfillment  of  Conditions.  Purchaser  will  take all  commercially
reasonable steps necessary or desirable and proceed diligently and in good faith
to  satisfy  each  condition  to the  obligations  of Seller  contained  in this
Agreement and will not take or fail to take any action that could  reasonably be
expected to result in the non-fulfillment of any such condition.

                                   ARTICLE VI
                     CONDITIONS TO OBLIGATIONS OF PURCHASER

     The obligations of Purchaser  hereunder are subject to the fulfillment,  at
or before the Closing, of each of the following  conditions (all or any of which
may be waived in whole or in part by Purchaser in its sole discretion):

     6.01  Representations  and Warranties.  The  representations and warranties
made by  Seller  in this  Agreement  shall be:  (a) true and  correct  as of the
Effective  Date;  and (b) true and  correct in all  material  respects as of the
Closing  as though  made as of the  Closing  without  regard to any  materiality
qualifiers in the representations and warranties.

     6.02  Performance.  Seller shall have  performed and complied  with, in all
material respects,  the agreements,  covenants and obligations  required by this
Agreement  to be so  performed  or  complied  with by Seller  at or  before  the
Closing.

     6.03 Orders and Laws.  There shall not be in effect on the Closing Date any
Order or Law restraining,  enjoining or otherwise  prohibiting or making illegal
the consummation of any of the transactions contemplated by this Agreement.

     6.04 Regulatory Consents and Approvals.

          (a) No regulatory  request or order for voluntary  postponement of the
     Closing  shall have been received by any party to this  Agreement  from any
     federal, state or local Governmental or Regulatory Authority, nor shall any
     action,  suit or proceeding  seeking to enjoin or restrain the Closing have
     been instituted or threatened by any federal,  state or local  Governmental
     or Regulatory  Authority.  No injunction,  temporary  restraining  order or
     other  administrative or judicial order shall have been issued enjoining or
     restraining the transaction in whole or in part.

          (b) All consents,  approvals and actions of,  filings with and notices
     to any Governmental or Regulatory  Authority  necessary to permit Purchaser
     and  Seller to  perform  their  obligations  under  this  Agreement  and to
     consummate  the  transactions  contemplated  hereby,  including the filings
     required  pursuant to Section  628.461,  Florida  Statutes,  regarding  the
     approval required by the OIR, shall have been duly obtained,  made or given
     pursuant to the  requirements  of Florida law,  and,  unless  waived by the
     Purchaser,  shall be in full  force and  effect,  and all  terminations  or
     expirations of any applicable  waiting periods imposed by any  Governmental
     or Regulatory  Authority necessary for the consummation of the transactions
     contemplated by this Agreement shall have occurred.

     6.05  Rights  to  Names.  Seller  shall  retain  all  rights to the name of
Southern Security as provided in Section 2.14 of the Agreement.

     6.06  Resignations.  All of the  directors and officers of each of Southern
Security shall have resigned as such as of the Closing.

                                   ARTICLE VII
                       CONDITIONS TO OBLIGATIONS OF SELLER

     The obligations of Seller hereunder are subject to the  fulfillment,  at or
before the Closing, of each of the following conditions (all or any of which may
be waived in whole or in part by Seller in its sole discretion):

     7.01  Representations  and Warranties.  The  representations and warranties
made by  Purchaser  in this  Agreement  shall be: (a) true and correct as of the
Effective  Date;  and (b) true and  correct in all  material  respects as of the
Closing  as though  made as of the  Closing  without  regard to any  materiality
qualifiers in the representations and warranties.

     7.02  Performance.  Purchaser  shall have  performed  and complied with the
agreements,  covenants  and  obligations  required  by this  Agreement  to be so
performed or complied  with by  Purchaser  at or before the  Closing,  including
delivery of the Lease and Lease Estoppel.

     7.03 Orders and Laws.  There shall not be in effect on the Closing Date any
Order or Law restraining,  enjoining or otherwise  prohibiting or making illegal
the consummation of any of the transactions contemplated by this Agreement.

     7.04 Regulatory Consents and Approvals.

          (a) No regulatory  request for or order of postponement of the Closing
     shall have been received by any party to this  Agreement  from any federal,
     state or local Governmental or Regulatory Authority,  nor shall any action,
     suit or  proceeding  seeking to enjoin or restrain  the  Closing  have been
     instituted  or threatened by any federal,  state or local  Governmental  or
     Regulatory Authority.  No injunction,  temporary restraining order or other
     administrative  or  judicial  order  shall have been  issued  enjoining  or
     restraining the transactions contemplated hereunder in whole of in part.

          (b) All consents,  approvals and actions of,  filings with and notices
     to any Governmental or Regulatory  Authority necessary to permit Seller and
     Purchaser  to  perform  their  obligations  under  this  Agreement  and  to
     consummate  the  transactions  contemplated  hereby,  including the filings
     required  pursuant to the provision of Section 628.461,  Florida  Statutes,
     shall have been duly obtained,  made or given pursuant to the  requirements
     of Florida  law,  and unless  waived by Seller,  shall be in full force and
     effect,  and all  terminations or expirations of waiting periods imposed by
     any Governmental or Regulatory  Authority necessary for the consummation of
     the transactions contemplated by this Agreement shall have occurred.

     7.05 The  Purchaser  shall have made the  payment  due  pursuant to section
1.02.

                                  ARTICLE VIII
                                   TERMINATION

     8.01  Termination.  This Agreement may be terminated  and the  transactions
contemplated hereby may be abandoned:

          (a) at any time before the  Closing,  by mutual  written  agreement of
     Seller and Purchaser; or

          (b) at any time  before  the  Closing,  by  Seller,  upon a  Purchaser
     Default,  which  Purchaser  Default  cannot be cured  within 20 days  after
     written  notice  given by Seller to  Purchaser.  For the  purposes  of this
     Section  8.01(b),  any of  the  following  shall  constitute  a  "Purchaser
     Default"  hereunder:  (i)  any  representation  or  warranty  made  by  the
     Purchaser  under this  Agreement  shall be or become untrue or incorrect in
     any material respect  (without regard to any materiality  qualifiers in the
     representation  or  warranty);  or (b)  Purchaser  shall  breach or fail to
     perform  or observe  any  covenant,  term or  agreement  contained  in this
     Agreement; or

          (c) at any time  before  the  Closing,  by  Purchaser,  upon  Seller's
     default,  which Default cannot be cured within 20 days after written notice
     given by Purchaser to Seller. For the purposes of this Section 8.01(c), any
     of the following shall  constitute a "Seller  Default"  hereunder:  (i) any
     representation or warranty made by the Seller under this Agreement shall be
     or become untrue or incorrect in any material  respect  (without  regard to
     any  materiality  qualifiers in the  representation  or warranty);  or (ii)
     Seller  shall  breach or fail to perform or observe any  covenant,  term or
     agreement contained in this Agreement; or

          (d) by Purchaser,  by giving notice to Seller of  termination,  in the
     event  that  an  Order  has  been  issued  by  DFS  with   respect  to  the
     rehabilitation  of Southern Security or an Order or similar action has been
     taken by DFS with respect to the receivership of Southern Security: or

          (e) at any time before the Closing, by Seller or Purchaser,  by giving
     notice of  termination  to the other  party,  in the event any Order or Law
     becomes effective restraining, enjoining or otherwise prohibiting or making
     illegal the  consummation of any of the  transactions  contemplated by this
     Agreement; or

     8.02 Effect of  Termination.  If this  Agreement is terminated  pursuant to
Section 8.01, this Agreement will forthwith become null and void, and there will
be no liability  or  obligation  on the part of Seller or  Purchaser  (or any of
their respective officers, directors, employees, agents or other representatives
or Affiliates)  except that such  termination  shall not affect the liability of
either  party for any  breach by it of any of its  representations,  warranties,
covenants or agreements under this Agreement.

                                   ARTICLE IX
                                 INDEMNIFICATION

     9.01 Seller  indemnifies  Purchaser from any and all liability arising as a
result of policies  issued or sold prior to the Closing Date or other  liability
or obligation  arising as a result of actions  occurring prior to the Closing by
the Seller,  Southern Security or its affiliates.  Such liabilities include, but
are  not  limited  to,  policyholders,   regulatory  authorities,   governmental
authorities, and other persons by way of contract or obligation.

                                    ARTICLE X
                                   DEFINITIONS

     10.01 Definitions.  As used in this Agreement,  the following defined terms
shall have the meanings indicated below:

     "Actions or Proceedings" means any action, suit, proceeding, arbitration or
Governmental or Regulatory Authority investigation.

     "Affiliate"  means any Person that directly,  or indirectly  through one of
more  intermediaries,  controls or is controlled  by or is under common  control
with the Person specified. For purposes of this definition,  control of a Person
means the power,  direct or  indirect,  to direct or cause the  direction of the
management  and policies of such Person whether by Contract or otherwise and, in
any event and without  limitation  of the previous  sentence,  any Person owning
more than fifty percent (50%) of the voting  securities of a second Person shall
be deemed to control that second Person.

     "Agreement" means this Stock Purchase Agreement.

     "Assets and  Properties"  of any Person means all assets and  properties of
every kind, nature,  character and description (whether real, personal or mixed,
whether  tangible or  intangible,  and wherever  situated),  operated,  owned or
leased by such Person.

     "Benefit  Plan" means any  "employee  benefit  plan"  within the meaning of
Section 3(3) of ERISA,  "welfare  benefit plan" within the meaning of ERISA, and
each other plan, arrangement or commitment,  whether oral or written,  formal or
informal, relating to severance, sick pay, vacation, bonus, retirement, pension,
profit  sharing,   option,  deferred  compensation,   life,  medical  or  dental
insurance,  to which  Southern  Security  or any  ERISA  Affiliate  of  Southern
Security has or may have any present or future obligation to contribute or other
liability.

     "Books and Records" means all files, documents,  instruments, papers, books
and  records  relating  to the  Business  or  Condition  of  Southern  Security,
including without limitation financial statements,  Tax Returns and related work
papers and letters  from  accountants,  budgets,  pricing  guidelines,  ledgers,
journals,  deeds,  title policies,  minute books,  stock certificates and books,
stock transfer ledgers, Contracts,  Licenses, customer lists, computer files and
programs, retrieval programs, operating data and plans and environmental studies
and plans.

     "Business Day means a day other than  Saturday,  Sunday or any day on which
banks located in the State of Florida are authorized or obligated to close.

     "Business or Condition of Southern Security" means the business,  financial
condition or results of operations of Southern Security.

     "Claims" means damages (including direct, indirect, consequential, special,
punitive and/or exemplary damages),  demands,  claims, suits, actions,  costs of
investigation,   causes  of  action,   proceedings  and   assessments,   losses,
deficiencies,   Liabilities,   obligations,   commitments,   costs  or  expenses
(including  interest  (including  prejudgment  interest in any litigated matter)
penalties, court costs, and attorneys fees and expenses).

     "Closing"  means the closing of the  transactions  contemplated  by Section
1.03.

     "Closing Date" has the meaning ascribed to it in Section 1.03.

     "Closing  Surplus"  means the amount of Southern  Security's  surplus  with
respect to  policyholders  determined in accordance  with  Statutory  Accounting
Principles as of the Closing Date.

     "Code" means the Internal  Revenue Code of 1986, as amended,  and the rules
and regulations promulgated thereunder.

     "Common Stock" means the common stock of Southern Security.

     "Contract" means any agreement, lease, evidence of Indebtedness,  mortgage,
indenture, security agreement or other contract.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended, and the rules and regulations promulgated thereunder.

     "ERISA  Affiliate"  means any Person who is in the same controlled group of
corporations  or who is under common control with Seller or, before the Closing,
Southern Security (within the meaning of Section 414 of the Code).

     "Governmental Approvals" has the meaning ascribed to it in Section 1.04.

     "Governmental or Regulatory Authority" means the OIR and DFS and any court,
tribunal,   arbitrator,   authority,  agency,  commission,   official  or  other
instrumentality  of the United States or other  country,  or any state,  county,
city or other political subdivision.

     "Indebtedness"  of any Person means all  obligations of such Person (i) for
borrowed  money,  (ii)  evidenced  by  notes,   bonds,   debentures  or  similar
instruments,  (iii) for the deferred  purchase price of goods or services (other
than trade payables or accruals  incurred in the ordinary course of business and
consistent with past practices), (iv) under capital leases and (v) in the nature
of guarantees of the obligations  described in clauses (i) through (iv) above of
any other Person.

     "Intellectual Property" means all patents and patent rights, trademarks and
trademark rights,  trade names and trade name rights,  service marks and service
mark rights,  service  names and service name rights,  brand names,  inventions,
copyrights  and  copyright  rights,   and  all  pending   applications  for  and
registrations of patents, trademarks, service marks and copyrights.

     "IRS" means the United States Internal Revenue Service.

     "Law" or "Laws" means all laws, statutes,  rules,  regulations,  ordinances
and other pronouncements  having the effect of law of the United States or other
country,  or any state,  county,  city or other political  subdivision or of any
Governmental or Regulatory Authority.

     "Liabilities" means all Indebtedness,  obligations and other liabilities of
a Person (whether absolute, accrued,  contingent,  possible, fixed or otherwise,
or whether due or to become due).

     "Licenses"  means  all  licenses,   permits,   certificates  of  authority,
authorizations,   approvals,  registrations,  franchises  and  similar  consents
granted or issued by any Governmental or Regulatory Authority.

     "Liens" means any mortgage, pledge,  assessment,  security interest, lease,
lien, adverse claim, restriction (as to ownership,  possession, use, transfer or
enjoyment), levy, charge or other encumbrance.

     "Loss" means any and al1 damages,  fines, penalties,  deficiencies,  losses
and expenses (including without limitation,  interest,  court costs,  reasonable
fees of attorneys, accountants and other experts or other reasonable expenses of
litigation or other proceedings or of any claim, default or assessment).

     "Option"   with   respect  to  any  Person  means  any   security,   right,
subscription,  warrant,  option,  or other  Contract  that  gives  the  right to
purchase or otherwise  receive or be issued any shares of capital  stock of such
Person  or  any  security  of any  kind  convertible  into  or  exchangeable  or
exercisable for any shares of capital stock of such Person.

     "Order" means any writ,  judgment,  decree,  injunction or similar order of
any Governmental or Regulatory  Authority (in each such case whether preliminary
or final).

     "Person"  means  any  natural  person,  corporation,  general  partnership,
limited partnership,  proprietorship, other business organization, trust, union,
association or Governmental or Regulatory Authority.

     "Purchase Price" has the meaning ascribed to it in Section 1.02.

     "Purchaser"  has  the  meaning  ascribed  to it in  the  forepart  of  this
Agreement.  "Purchaser  Default"  has  the  meaning  ascribed  to it in  Section
8.01(b).

     "Seller" has the meaning ascribed to it in the forepart of this Agreement.

     "Seller Default" has the meaning ascribed to it in Section 8.01(c).

     "Shares" means the Shares and certificates evidencing the shares of capital
stock of Southern Security.

     "Statutory   Accounting   Principles"   means  the   statutory   accounting
principles,  procedures  and methods  prescribed  or  permitted  by the National
Association of Insurance Commissioners as modified by the applicable statutes of
the  State  of  Florida  and  the  regulations  and  rules  of  the  Department,
consistently applied.

     "Subsidiary" means any Person in which any Company,  directly or indirectly
through subsidiaries,  intermediaries or otherwise,  beneficially owns more than
ten percent (10%) of either the equity  interests in, or the voting  control of,
such Person.

     "Surplus" means the amount of Southern  Security's  surplus with respect to
policyholders determined in accordance with Statutory Accounting Principles.

     "Tax Returns" means a report,  return or other  information  required to be
filed with or furnished to a governmental entity with respect to Taxes.

     "Taxes" means any federal, foreign, state, county, or local taxes, charges,
fees,  levies,  or other  assessments,  including all net income,  gross income,
sales and use, ad valorem, transfer, gains, profits, excise, franchise, real and
personal  property,  gross  receipt,  capital  stock,  production,  business and
occupation,  disability,  employment, payroll, license, estimated, stamp, custom
duties,  severance or withholding  taxes or charges imposed by any  governmental
entity,  and  includes  any  interest  and  penalties  (civil or criminal) on or
additions to any such taxes and any  expenses  incurred in  connection  with the
determination, settlement or litigation of any tax liability.


<PAGE>




                                   ARTICLE XI
                               GENERAL PROVISIONS

     11.01 Notices.  All notices,  requests and other  communications  hereunder
must be in writing and will be deemed to have been duly given only if  delivered
personally  or by facsimile  transmission  or mailed by  registered or certified
mail,  return receipt  requested,  to the parties at the following  addresses or
facsimile numbers:

                  If to Purchaser, to:

                           Mark Cloutier, Senior Vice President and
                                          Chief Financial Officer
                           American Network Insurance Company
                           3440 Lehigh Street
                           Allentown, Pennsylvania 18103

                  with copies to:

                           Michael Camilleri
                           Preferred Insurance Capital Consultants, LLC
                           55 NE 5th Avenue, Suite 502
                           Boca Raton, Florida 33432

                           Norman Taplin, Esq.
                           Taplin & Associates
                           1555 Palm Beach Lakes Boulevard, Suite 1510
                           West Palm Beach, Florida  33401

                  If to Seller, to:

                           Scott M. Quist, President
                           Security National Life Insurance Company
                           5300 South 360 West, Suite 250
                           Salt Lake City, Utah 84123

                  with a copy to:

                           Randall A. Mackey Esq.
                           Mackey Price Thompson & Ostler
                           57 West 100 South, Suite 350
                           Salt Lake City, Utah 84101

                  If to Southern Security, to:

                           Scott M. Quist, President
                           Southern Security Life Insurance Company
                           5300 South 360 West, Suite 250
                           Salt Lake City, Utah 84123

                  with a copy to:

                           Randall A. Mackey Esq.
                           Mackey Price Thompson & Ostler
                           57 West 100 South, Suite 350
                           Salt Lake City, Utah 84101

     All such notices,  requests and other  communications will (i) if delivered
personally  to the  address as provided in this  Section,  be deemed  given upon
delivery,  and (ii) if  delivered by mail in the manner  described  above to the
address as provided in this Section,  be deemed given upon receipt (in each case
regardless of whether such notice is received by any other Person to whom a copy
of such notice,  request or other  communication is to be delivered  pursuant to
this  Section).  Any party from time to time may change its  address,  facsimile
number or other  information  for the purpose of notices to that party by giving
notice specifying such change to the other party hereto.

     11.02 Entire Agreement. This Agreement supersedes all prior discussions and
agreements  between the parties with respect to the subject matter  hereof,  and
contains the sole and entire  agreement  between the parties hereto with respect
to the subject matter hereof.

     11.03 Expenses.  Except as otherwise  expressly provided in this Agreement,
whether or not the transactions contemplated hereby are consummated,  each party
will  pay  its own  costs  and  expenses,  including  legal  fees,  incurred  in
connection with the negotiation, execution and closing of this Agreement and the
transactions  contemplated  hereby.  Provided,  however,  that  the  legal  fees
incurred by both parties in the  preparation  of this  Agreement  will be shared
equally by the Purchaser and Seller.

     11.04 Further Assurances Post-Closing Cooperation.

          (a) Subject to the terms and conditions of this Agreement, at any time
     or from time to time after the  Closing,  each of the parties  hereto shall
     execute and deliver  such other  documents  and  instruments,  provide such
     materials and  information and take such other actions as may reasonably be
     necessary,  proper or advisable, to the extent permitted by Law, to fulfill
     its obligations under this Agreement.

          (b) Following the Closing, each party will afford the other party, its
     counsel and its  accountants,  during  normal  business  hours,  reasonable
     access to the books,  records and other data  relating  to the  Business or
     Condition of Southern  Security in its  possession  with respect to periods
     prior to the Closing and the right to make copies and  extracts  therefrom,
     to the extent that such access may be reasonably required by the requesting
     party in  connection  with (i) the  preparation  of Tax  Returns,  (ii) the
     determination   or  enforcement  of  rights  and  obligations   under  this
     Agreement,  (iii)  compliance with the  requirements of any Governmental or
     Regulatory  Authority,  (iv) the determination or enforcement of the rights
     and  obligations  of any  Indemnified  Party or (v) in connection  with any
     actual or threatened Action or Proceeding. Further, each party agrees for a
     period of five (5) years after the Closing Date not to destroy or otherwise
     dispose of any such  books,  records and other data unless such party shall
     first offer in writing to surrender  such books,  records and other data to
     the other  party and such  other  party  shall not agree in writing to take
     possession thereof during the ten (10) day period after such offer is made.

          (c) If, in order properly to prepare its Tax Returns,  other documents
     or reports required to be filed with Governmental or Regulatory Authorities
     or its financial statements or to fulfill its obligations hereunder,  it is
     necessary that a party be furnished with additional information,  documents
     or records  relating  to the  Business  or  Condition  of the  Company  not
     referred to in  paragraph  (b) above,  and such  information,  documents or
     records are in the  possession  or control of the other  party,  such other
     party  agrees to use its best  efforts to furnish  or make  available  such
     information,  documents or records (or copies  thereof) at the  recipient's
     request,  cost and  expense.  Any  information  obtained by either party in
     accordance  with this paragraph  shall be held  confidential by such party,
     and shall survive the termination of this Agreement.

     11.05 Waiver. Any term, or condition of this Agreement may be waived at any
time by the party that is  entitled to the benefit  thereof,  provided,  no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party  waiving such term or  condition.  No waiver by any
party of any term or condition of this Agreement,  in any one or more instances,
shall be deemed to be or  construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.  All remedies,  either under
this  Agreement  or by Law or otherwise  afforded,  will be  cumulative  and not
alternative.

     11.06  Amendment.  This Agreement may be amended,  supplemented or modified
only by a written instrument duly executed by or on behalf of each party hereto.

     11.07  No  Third  Party  Beneficiary.  The  terms  and  provisions  of this
Agreement  are  intended  solely for the benefit of each party  hereto and their
respective  successors or permitted assigns,  and it is not the intention of the
parties to confer third-party beneficiary rights upon any other Person.

     11.08 No Assignment;  Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written consent of the other party hereto and any attempt to do so will be
void,  except that Purchaser may assign any or all of its rights,  interests and
obligation hereunder to a company Purchaser owns or controls,  provided that any
such company  agrees in writing to be bound by all of the terms,  conditions and
provisions  contained herein,  but no such assignment shall relieve Purchaser or
its assignees of its obligations  hereunder.  Subject to the preceding sentence,
this  Agreement is binding upon,  inures to the benefit of and is enforceable by
the parties hereto and their respective successors and assigns.

     11.09 Headings.  The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

     11.10 Invalid Provisions.  If any provision of this Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future Law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (a) such  provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part hereof,  (c) the
remaining  provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal,  invalid or  unenforceable  provision or by
its severance  from this  Agreement and (d) in lieu of such illegal,  invalid or
unenforceable  provision,  there will be added  automatically  as a part of this
Agreement a legal,  valid and enforceable  provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.

     11.11  Governing Law. This Agreement  shall be governed by and construed in
accordance  with  the Laws of the  State of  Florida  applicable  to a  contract
executed and performed in such State  without  giving effect to the conflicts of
laws  principles  that would result in the  application of the laws of any other
jurisdiction.

     11.12  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will constitute one and the same instrument.

     11.13 Prevailing Party. In the event of any litigation  between the parties
the  prevailing  party  shall  be  entitled  to  recover  all of its  reasonable
attorney's  fees and costs,  through and including  appellate  litigation and in
bankruptcy or receivership proceedings, as the case may be.

     11.14  Further  Assurances.  Following  the  Closing,  at  the  request  of
Purchaser,  Seller shall take all  reasonable  actions,  and execute all further
documents  and  instruments  in order to allow  Purchaser  to fully  realize its
rights under this Agreement.

     This Agreement has been duly executed and delivered by the duly  authorized
officer of each party hereto as of the date first above written.

         As to Seller:
                               SECURITY NATIONAL LIFE INSURANCE COMPANY


                               By: /s/ Scott M. Quist
                               Printed Name:  Scott M. Quist
                                              --------------
                               Its: President
                                    ---------

         As to Purchaser:
                               AMERICAN NETWORK INSURANCE COMPANY



                               By: /s/ Cameron B. Waite
                                       ----------------
                               Printed Name: Cameron B. Waite
                                             ----------------
                               Its: Exec. V.P., Strategic Operations
                                    --------------------------------

         As to Southern Security:

                               SOUTHERN SECURITY LIFE INSURANCE COMPANY


                               By: /s/ Scott M. Quist
                                       --------------
                              Printed Name: Scott M. Quist
                                            --------------
                              Its: President
                                   ---------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
